Common use of Certain Agreements of the Company Clause in Contracts

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (a) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representative, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any such amendment or supplement; and the Company will also advise the Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (c) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (d) As soon as practicable, but not later than June 30, 2008, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158. (e) The Company will furnish to the Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory Prospectus (including the Final Prospectus) Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeRepresentatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The During any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will promptly advise the Representative Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Final Prospectus at any time and will offer afford the Representative Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings or any notice from the Commission objecting to its use in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) The Company will prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by the Representatives, and will file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule. (d) If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will promptly notify the Representatives, so that any use of the Disclosure Package may cease until it is amended or supplemented, and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance. (e) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealerdealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Representatives of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance. The terms “supplement” and “amendment” as used in this Agreement include, without limitation, all documents filed by the Company will advise with the Underwriters promptly Commission subsequent to the date of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without that are deemed to be incorporated by reference in the Underwriters’ consentFinal Prospectus. Neither the Representative’s Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (df) As soon as practicable, but not later than June 3016 months, 2008after the date of each Terms Agreement, the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the latest of (i) the effective date of this 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 satisfying (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 and Rule 158Act. (eg) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, and during any Statutory time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Base Prospectus, any related Preliminary Final Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Representatives reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documentsrequest. (fh) The Company will use its reasonable best 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 as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution provided distribution; provided, however, that neither the Company nor CPCo will not be required in connection therewith to register or qualify as a foreign corporation where it is not now so qualified or to file execute a general consent to service of process in any jurisdiction or subject itself to taxation in any jurisdiction where it is not now so subject. The Company will promptly advise the Representatives of the receipt by it or CPCo of any notification with respect to the suspension of the qualification of the Offered Securities for offer and sale in any such jurisdictionjurisdiction or the initiation or threatening of any proceeding for such purpose. (gi) During the period of five years after the date of any Terms Agreement, the Company will furnish or make available to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of the Company’s annual report to stockholders for such year; and the Company will furnish or make available to the Representatives (i) as soon as available, a copy of each report (other than a report on Form 11-K) 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 or CPCo as the Representatives may reasonably request in connection with the offering of the Offered Securities. (j) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement), the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Representatives may designate in accordance with Section 4(h) and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Offered Securities; and (x) expenses incurred in distributing the Preliminary Prospectus , for any applicable filing fee incident to, and the Final Prospectus (including any amendments reasonable fees and supplements thereto) to disbursements of counsel for the Underwriters and expenses incurred in connection with, the review by the Financial Industry Regulatory Authority, Inc. of the Registered Securities, for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of Registered Securities and for expenses incurred in preparing, printing and distributing the Final Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Final Prospectus to the Underwriters. (k) The Company agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Securities from Representatives, and each Underwriter, severally and not jointly, agrees with the Underwriters. If Company that, unless it has obtained or will obtain, as the sale case may be, the prior written consent of the Securities provided for herein is Company, it has not consummated because made and will not make any condition offer relating to the obligations of the Underwriters set forth Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of Rule 405) required to be filed by the Company to perform all obligations and satisfy all conditions on their part to be performed with the Commission or satisfied hereunder (retained by the Company under Rule 433, other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees final term sheet prepared and filed pursuant to promptly reimburse Section 4(c) hereto; provided that the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each prior written consent of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule B to the foregoing, applicable Terms Agreement. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will also pay treat, as the expenses case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Qualified Independent UnderwriterCommission, legending and record keeping. (hl) In connection with The Company consents to the use by any Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus, and (b) contains only (i) information describing the preliminary terms of the Offered Securities or their offering, until (ii) information required or permitted by Rule 134 under the Underwriters shall have notified Act that is not “issuer information” as defined in Rule 433 or (iii) information that describes the Company final terms 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 Offered Securities or attempt their offering and that is included in the final term sheet prepared and filed pursuant to induce any person to purchase any Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the SecuritiesSection 4(c) hereto. (im) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the The Company will not, and will cause CPCo not to, 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 to United States dollar-denominated debt securities issued or guaranteed by the Company or CPCo and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under Representatives for a period beginning at the credit facilities existing on the date hereof or secured financings time of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale execution of the Securities Terms Agreement and on ending the execution and delivery number 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 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 days after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to specified under “Blackout” in the delivery of the SecuritiesTerms Agreement.

Certain Agreements of the Company. The Company covenants and agrees with each of the several Underwriters thatUnderwriters: (a) The To furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under (or obtain exemptions from the application of) the securities or “blue sky” laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications (or exemptions) in effect as long as requested by the Representative for the distribution of the Shares, provided that the Company has filed shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except service of process with respect to the offering and sale of the Shares). (b) If, after the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Shares may commence, the Company will file each Statutory Prospectus (including endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (orRepresentative promptly and, if applicable and consented to requested by the Representative, subparagraph will confirm such advice in writing, when such post-effective amendment has become effective. (5)c) To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied ; during the period beginning on the date hereof and will comply ending on the date, which in the opinion of counsel for the Underwriters, a prospectus is no longer required by law to be delivered in connection with Rule 433. (b) The Company will promptly advise the Representative offering and sales of the Shares, to make no further amendment or any proposal supplement to amend or supplement the Registration Statement or Prospectus (including any Statutory Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any such amendment or supplement; and supplement through incorporation of any report filed under the Company will also advise Exchange Act) which shall be disapproved by the Representative promptly after reasonable notice thereof; to advise the Representative, promptly after it receives notice thereof, of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for time when any amendment to the Registration Statement, for Statement has been filed or becomes effective or any supplement to any Statutory the Prospectus or any amended Prospectus has been filed and to furnish the Representative with copies thereof; to file promptly, and in any event within the time periods specified, all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus for any additional informationso long as the delivery of a prospectus (or in lieu thereof, (iiithe notice referred to in Rule 173(a) under the institution Securities Act) is required in connection with the offering or sale of the Shares; to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order proceedings or of any order preventing or suspending the use of the Time of Sale Prospectus or the Prospectus or any other prospectus in respect of the Registration Statement or the threatening Shares, of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or jurisdiction, of the institution initiation or threatening of any proceedings proceeding for any such purpose. The Company will , or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Time of Sale Prospectus or the Prospectus or other prospectus or suspending any such qualification, promptly to use its reasonable best efforts to prevent obtain the issuance withdrawal of any such stop order or order. (d) No later than 12:00 p.m., Eastern time, on the suspension second business day succeeding the date of any this Agreement, and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in such qualification quantities as the Representative may reasonably request, and, if issuedthe delivery of a prospectus (or in lieu thereof, the notice referred to obtain as soon as possible in Rule 173(a) under the withdrawal thereof. (cSecurities Act) If, is required at any time when a prospectus relating prior to the Securities is (expiration of nine months after the time of issue of the Prospectus in connection with the offering or but for sale of the exemption in Rule 172 would be) required to be delivered under the Act by Shares and if at such time any Underwriter or dealer, any event occurs events shall have occurred as a result of which the Final 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) is delivered, not misleading, or or, if for any other reason it is shall be necessary at any time during such period to amend the Registration Statement or supplement the Final Prospectus in order to comply with the Securities Act, the Company will promptly to notify the Representative of such event and will promptly upon its request to prepare and file with furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Commission and furnish, at its own expense, Representative may from time to time reasonably request of an amended Prospectus or a supplement to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement Prospectus which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise , and in case any Underwriter is required by law, rule or regulation to deliver a prospectus (or in lieu thereof, the Underwriters promptly of any proposal notice referred to amend or supplement in Rule 173(a) under the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver Securities Act) in connection with sales of any of the conditions set forth in Shares at any time nine months or more after the time of issue of the Prospectus, upon the request of the Representative but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as the Representative may reasonably request of an amended or supplemented Prospectus complying with Section 7 hereof10(a)(3) of the Securities Act. (de) As soon as practicable, but not later than June 30, 2008, the Company will To make generally available to its securityholders via XXXXX within the required time periods after the effective date of the Registration Statement (as the term “effective date” is defined in Rule 158(c) under the Securities Act), an earnings statement covering a period of at least 12 months beginning after the date of this Agreement Company and satisfying its consolidated subsidiaries (which need not be audited) complying with the provisions of Section 11(a) of the Securities Act and Rule 158. (e) The Company will furnish to including, at the Representative copies option of the Registration StatementCompany, including all exhibits, any Statutory Prospectus, Rule 158 under the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documentsSecurities Act). (f) The Company will arrange for During the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities period beginning from the Underwriters. If date hereof and continuing to and including the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder date 90 days after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing DateProspectus, the Company will except as provided hereunder, not to, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of, directly of (or indirectlyenter into any transaction or device which is designed to, or file with the Commission a registration statement under the Securities Act relating could be expected to, result in the disposition of) any debt shares of Common Stock or any securities issued that are substantially similar to the Common Stock or guaranteed by securities convertible into or exchangeable for Common Stock or any securities that are substantially similar to the Company and having a maturity Common Stock, or sell or grant options, rights or warrants with respect to any shares of more Common Stock or any securities that are substantially similar to Common Stock or securities convertible into or exchangeable for Common Stock or any securities that are substantially similar to Common Stock, or publicly announce the intention to do any of the foregoing (other than one year from pursuant to equity incentive plans existing on the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filingthis Agreement), without the prior written consent of the Representative; provided , provided, however, that, notwithstanding the foregoing, if (i) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this provision Section 4(f) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, except that such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the 90-day restricted period, (A) the Company delivers a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that (1) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), (2) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by FINRA Conduct Rule 2711(f)(4) and (3) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the 90-day restricted period (before giving effect to such extension) and (B) the Representative concurs, in its reasonable judgment, with such certifications. The foregoing sentence shall not prohibit borrowings under the credit facilities existing issuance of any shares of Common Stock or options to purchase Common Stock or other Common Stock-based awards, in each case granted pursuant to any equity compensation plan or agreement referred to in the Prospectus. (g) During a period of two years from the effective date of the Registration Statement, to deliver or to make available via XXXXX to the Representative promptly after they become available, copies of any reports and financial statements furnished by the Company to its stockholders or filed with the Commission, FINRA or any national securities exchange on which the date hereof Common Stock is listed. (h) To engage and maintain, at its expense, a registrar and transfer agent for the Shares. (i) Prior to termination of the underwriting syndicate contemplated by this Agreement, not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or secured financings indirectly, any action designed to stabilize or manipulate the price of accounts receivables and inventoryany security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay any person any compensation for soliciting any order to purchase any other securities of the Company. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters To cause each person listed on the creation, issuance and sale of the Securities and on the execution and delivery of this Agreement. All payments Exhibit B hereto 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made furnish to the Underwriter without Representative, prior to the First Delivery Date, a withholding letter or deduction letters, substantially in the form of tax had that Underwriter complied with its obligations to cooperate with the CompanyExhibit A hereto. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market To comply with all of the Luxembourg Stock Exchange and will maintain such listing as long as provisions of any undertakings in the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchangeRegistration Statement. (l) The If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Servicesfile a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., a division Washington, D.C. time, on the date of the McGraw Hill, Inc. (“S&P”)this Agreement, and Mxxxx’x Investors Service Inc. (“Moody’s”the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to provide and/or confirm their respective credit ratings of the Securities. (mRule 111(b) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit under the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the CompanyAct. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (d) As soon as practicable, but not later than June 3016 months, 2008after 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 this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and (if the Offered Securities are debt securities or preferred stock) the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) During the period of 10 years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, 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 will furnish to the Representatives (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 5 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. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement), the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale and (if the Offered Securities are debt securities or preferred stock) any determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Securities; and Offered Securities (x) expenses incurred in distributing the Preliminary Prospectus if they are debt securities or preferred stock), for any applicable filing fee incident to, and the Final Prospectus (including any amendments reasonable fees and supplements thereto) to disbursements of counsel for the Underwriters and expenses incurred in connection with, the review by the National Association of Securities Dealers, Inc. of the Registered Securities, for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s 's officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of Registered Securities and for expenses incurred in distributing the Securities from Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After If the date of the initial offering of the Offered Securities by the Underwriters and until the day which is 90 days after the Closing Dateare debt securities or preferred stock, 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 to 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, issue (if the Offered Securities are debt securities) or any options series of preferred stock issued or derivatives in respect of such debt securitiesguaranteed by the Company (if the Offered Securities are preferred stock), or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings 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 credit facilities existing on the date hereof or secured financings of accounts receivables and inventoryTerms Agreement. (j) The Company will indemnify and hold harmless If the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Offered Securities are outstanding; provided, however, that if the Company can no longer maintain such listingCommon Stock or are convertible into Common Stock, the Company will use all reasonable commercial efforts not offer, sell, contract to obtain and maintain sell, pledge or otherwise dispose of, directly or indirectly, or file with the listing Commission a registration statement under the Act relating to, any additional shares of its Common Stock or securities convertible into or exchangeable or exercisable for any shares of its Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, Lead Underwriter for a division period beginning at the time of execution of the McGraw Hill, Inc. (“S&P”), Terms Agreement and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings ending the number of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to days after the Closing Date and to satisfy all conditions precedent specified under "Blackout" in the Terms Agreement, except grants of employee stock options pursuant to the delivery terms of a plan in effect on the date of the SecuritiesTerms Agreement, issuances of Common Stock pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date of the Terms Agreement or issuances of Common Stock pursuant to the Company's dividend reinvestment plan.

Certain Agreements of the Company. The Company agrees with the several Underwriters that the Company will furnish to counsel for the Underwriters one signed copy (but not an original) 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 has filed or will file each Statutory Prospectus (including cause the Final Prospectus) Prospectus to be filed with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeRepresentatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The During any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), the Company will promptly advise the Representative Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Final Prospectus at any time and will offer afford the Representative Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings or any notice from the Commission objecting to its use in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) The Company will prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by the Representatives, and will cause such term sheet to be filed pursuant to Rule 433(d) under the Act within the time required by such Rule. (d) If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will promptly notify the Representatives, so that any use of the Disclosure Package may cease until it is amended or supplemented, and will promptly prepare and cause to be filed with the Commission, at its own expense, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance. (e) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealerdealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or would omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Representatives of such event and will promptly prepare and file cause to be filed with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance. The terms “supplement” and “amendment” as used in this Agreement include, without limitation, all documents filed by the Company will advise and the Underwriters promptly Guarantor with the Commission subsequent to the date of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without that are deemed to be incorporated by reference in the Underwriters’ consentFinal Prospectus. Neither the Representative’s Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (df) As soon as practicable, but not later than June 3016 months, 2008after the date of each Terms Agreement, the Company will make generally available to its securityholders security holders of the Company an earnings earning statement of the Company covering a period of at least 12 months beginning after the latest of (i) the effective date of this 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 satisfying (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 and Rule 158Act. (eg) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, and during any Statutory time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), the Base Prospectus, any related Preliminary Final Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Representatives reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documentsrequest. (fh) 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 as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution provided distribution; provided, however, that neither the Company nor the Guarantor will not be required in connection therewith to register or qualify as a foreign corporation where it would not otherwise be so qualified or to file execute a general consent to service of process in any jurisdiction or subject itself to taxation in any jurisdiction where it would not otherwise be so subject. The Company will promptly advise the Representatives of the receipt by it or the Guarantor of any notification with respect to the suspension of the qualification of the Offered Securities for offer and sale in any such jurisdictionjurisdiction or the initiation or threatening of any proceeding for such purpose. (gi) The During the period of five years after the date of any Terms Agreement, the Company agrees will furnish or make available to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of the Company’s annual report to stockholders for such year; and the Company will furnish or make available to the Representatives (i) as soon as available, a copy of each report (other than a report on Form 11-K) 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 or the Guarantor as the Representatives may reasonably request in connection with the offering of the Offered Securities. (j) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay all costs and expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities); (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Representatives may designate in accordance with Section 4(h) and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Offered Securities; any costs incident to the issuance and delivery of the Offered Securities (xincluding printing and engraving costs) expenses incurred and any necessary issue, transfer or other stamp taxes in distributing the Preliminary Prospectus that connection; any applicable filing fee incident to, and the Final Prospectus (including any amendments reasonable fees and supplements thereto) to disbursements of counsel for the Underwriters in connection with, the preparation of any Blue Sky memorandum and expenses incurred for preparingreview by the Financial Industry Regulatory Authority, printing and distributing Inc. of the Offered Securities; any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and Company’s or the CompanyGuarantor’s officers and employees and any other reasonable expenses of the Underwriters and Company or the Company Guarantor in connection with attending or hosting meetings with prospective Underwriters purchasers of the Securities from Offered Securities; and for expenses incurred in preparing, printing and distributing the Final Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Final Prospectus to the Underwriters. If the sale of the Securities Except as provided for herein is not consummated because any condition to the obligations of in Section 4(j), Section 6 and Section 8 hereof, the Underwriters set forth in Section 7 hereof is not satisfiedshall pay their own expenses, because this Agreement is terminated or because including the fees and disbursements of any failure, refusal or inability on the part counsel. (k) Each of the Company and the Guarantor agrees that, unless the Company has obtained or will obtain, as the case may be, the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company and the Guarantor that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to perform all obligations and satisfy all conditions on their part the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be performed filed by the Company with the Commission or satisfied hereunder (retained by the Company under Rule 433, other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees final term sheet prepared and filed pursuant to promptly reimburse Section 4(c) hereto; provided that the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each prior written consent of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule B to the foregoing, applicable Terms Agreement. Any such free writing prospectus consented to by the Representatives or the Company will also pay the expenses is hereinafter referred to as a “Permitted Free Writing Prospectus”. Each of the Qualified Independent UnderwriterCompany and the Guarantor agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and recordkeeping. (hl) In connection with Each of the Company and the Guarantor consents to the use by any Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus, and (b) contains only (i) information describing the preliminary terms of the Offered Securities or their offering, until (ii) information required or permitted by Rule 134 under the Underwriters shall have notified Act that is not “issuer information” as defined in Rule 433 or (iii) information that describes the Company final terms 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 Offered Securities or attempt their offering and that is included in the final term sheet prepared and filed pursuant to induce any person to purchase any Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the SecuritiesSection 4(c) hereto. (im) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the The Company will not, and will cause the Guarantor not to, 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, to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantor and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under Representatives for a period beginning at the credit facilities existing on the date hereof or secured financings time of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale execution of the Securities Terms Agreement and on ending the execution and delivery number 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 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 days after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to specified under “Blackout” in the delivery of the SecuritiesTerms Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that the Company will furnish to counsel for the Underwriters one signed copy (but not an original) 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 has filed or will file each Statutory Prospectus (including cause the Final Prospectus) Prospectus to be filed with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeRepresentatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The During any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), the Company will promptly advise the Representative Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Final Prospectus at any time and will offer afford the Representative Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings or any notice from the Commission objecting to its use in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) The Company will prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by the Representatives, and will cause such term sheet to be filed pursuant to Rule 433(d) under the Act within the time required by such Rule. (d) If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will promptly notify the Representatives, so that any use of the Disclosure Package may cease until it is amended or supplemented, and will promptly prepare and cause to be filed with the Commission, at its own expense, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance. (e) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealerdealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or would omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Representatives of such event and will promptly prepare and file cause to be filed with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance. The terms “supplement” and “amendment” as used in this Agreement include, without limitation, all documents filed by the Company will advise and the Underwriters promptly Guarantor with the Commission subsequent to the date of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without that are deemed to be incorporated by reference in the Underwriters’ consentFinal Prospectus. Neither the Representative’s Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (df) As soon as practicable, but not later than June 3016 months, 2008after the date of each Terms Agreement, the Company will make generally available to its securityholders security holders of the Company an earnings earning statement of the Guarantor covering a period of at least 12 months beginning after the latest of (i) the effective date of this 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 satisfying (iii) the date of the Guarantor’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 and Rule 158Act. (eg) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, and during any Statutory time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), the Base Prospectus, any related Preliminary Final Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Representatives reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documentsrequest. (fh) 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 as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution provided distribution; provided, however, that neither the Company nor the Guarantor will not be required in connection therewith to register or qualify as a foreign corporation where it would not otherwise be so qualified or to file execute a general consent to service of process in any jurisdiction or subject itself to taxation in any jurisdiction where it would not otherwise be so subject. The Company will promptly advise the Representatives of the receipt by it or the Guarantor of any notification with respect to the suspension of the qualification of the Offered Securities for offer and sale in any such jurisdictionjurisdiction or the initiation or threatening of any proceeding for such purpose. (gi) The During the period of five years after the date of any Terms Agreement, the Company agrees will furnish or make available to the Representatives and, upon request, to each of the other Underwriters, if any, as soon as practicable after the end of each fiscal year, a copy of the Guarantor’s annual report to stockholders for such year; and the Company will furnish or make available to the Representatives (i) as soon as available, a copy of each report (other than a report on Form 11-K) and any definitive proxy statement of the Guarantor filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company or the Guarantor as the Representatives may reasonably request in connection with the offering of the Offered Securities. (j) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay all costs and expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities); (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Representatives may designate in accordance with Section 4(h) and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Offered Securities; any costs incident to the issuance and delivery of the Offered Securities (xincluding printing and engraving costs) expenses incurred and any necessary issue, transfer or other stamp taxes in distributing the Preliminary Prospectus that connection; any applicable filing fee incident to, and the Final Prospectus (including any amendments reasonable fees and supplements thereto) to disbursements of counsel for the Underwriters in connection with, the preparation of any Blue Sky memorandum and expenses incurred for preparingreview by the Financial Industry Regulatory Authority, printing and distributing Inc. of the Offered Securities; any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and Company’s or the CompanyGuarantor’s officers and employees and any other reasonable expenses of the Underwriters and Company or the Company Guarantor in connection with attending or hosting meetings with prospective Underwriters purchasers of the Securities from Offered Securities; and for expenses incurred in preparing, printing and distributing the Final Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Final Prospectus to the Underwriters. If the sale of the Securities Except as provided for herein is not consummated because any condition to the obligations of in Section 4(j), Section 6 and Section 8 hereof, the Underwriters set forth in Section 7 hereof is not satisfiedshall pay their own expenses, because this Agreement is terminated or because including the fees and disbursements of any failure, refusal or inability on the part counsel. (k) Each of the Company and the Guarantor agrees that, unless the Company has obtained or will obtain, as the case may be, the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company and the Guarantor that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to perform all obligations and satisfy all conditions on their part the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be performed filed by the Company with the Commission or satisfied hereunder (retained by the Company under Rule 433, other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees final term sheet prepared and filed pursuant to promptly reimburse Section 4(c) hereto; provided that the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each prior written consent of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition be deemed to have been given in respect of the Free Writing Prospectuses, if any, included in Schedule B to the foregoing, applicable Terms Agreement. Any such free writing prospectus consented to by the Representatives or the Company will also pay the expenses is hereinafter referred to as a “Permitted Free Writing Prospectus”. Each of the Qualified Independent UnderwriterCompany and the Guarantor agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and recordkeeping. (hl) In connection with Each of the Company and the Guarantor consents to the use by any Underwriter of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus, and (b) contains only (i) information describing the preliminary terms of the Offered Securities or their offering, until (ii) information required or permitted by Rule 134 under the Underwriters shall have notified Act that is not “issuer information” as defined in Rule 433 or (iii) information that describes the Company final terms 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 Offered Securities or attempt their offering and that is included in the final term sheet prepared and filed pursuant to induce any person to purchase any Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the SecuritiesSection 4(c) hereto. (im) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the The Company will not, and will cause the Guarantor not to, 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, to any United States dollar-denominated debt securities issued or guaranteed by the Company or the Guarantor and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under Representatives for a period beginning at the credit facilities existing on the date hereof or secured financings time of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale execution of the Securities Terms Agreement and on ending the execution and delivery number 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 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 days after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to specified under “Blackout” in the delivery of the SecuritiesTerms Agreement.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeRepresentatives, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Representatives of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance. The terms "supplement" and "amendment" as used in this Agreement include, without limitation, all documents filed by the Company will advise with the Underwriters promptly Commission subsequent to the date of any proposal the Prospectus that are deemed to amend or supplement be incorporated by reference in the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consentProspectus. Neither the Representative’s Representatives' consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (d) As soon as practicable, but not later than June 30, 2008, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158. (e) The Company will furnish to the Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs or a condition exists as a result of which it is necessary, in the Final reasonable opinion of counsel to the Underwriters or counsel to the Company, to amend the Registration Statement or amend or supplement the Prospectus as then amended or supplemented in order that the Prospectus would not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary necessary, in the reasonable opinion of either such counsel, at any time to amend the Registration Statement or amend or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which that will correct such statement or omission or an amendment which that will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5 of this Agreement. (d) As soon as practicable, but not later than June 30, 200816 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 this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration StatementStatement (at least two of which will be signed and will include all exhibits and a signed accountant's report of Deloitte & Touche), including all exhibits, any Statutory Prospectuseach related preliminary prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriters reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) 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 as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictionthereof. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, 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 will furnish to the Representatives (i) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934, as amended, or mailed to stockholders and (ii) from time to time, such other information concerning the Company as the Lead Underwriter may reasonably request. (h) The Company agrees to with the Underwriters that the Company will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto), and will reimburse the Underwriters for any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including reasonable fees and disbursements of counsel) incurred by them in connection with the qualification of the Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate Lead Underwriter designates and the printing of memoranda relating thereto, costs for the filing fee of and the related reasonable fees and expenses related of counsel for the Underwriters in connection with any filings required to the review by be made with the National Association of Securities Deals Dealers, Inc. of relating to the Registered Securities; (ix) , any fees charged by investment rating agencies for the rating of the Securities; Offered Securities and (x) for expenses incurred in printing and distributing the Preliminary Prospectus Registration Statement, preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securitiesrelated documents. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the 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 to 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 any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under Lead Underwriter for a period beginning at the credit facilities existing on the date hereof or secured financings time of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale execution of the Securities Terms Agreement and on ending the execution and delivery number 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 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 days after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to specified under "Blackout" in the delivery of the SecuritiesTerms Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (a) The Company has During such period beginning on the date hereof and ending on the later of the Closing Date or such date as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales by an Underwriter or dealer (the "PROSPECTUS DELIVERY PERIOD"), prior to amending or supplementing the Registration Statement (including any registration statement filed under Rule 462(b) under the Securities Act) or will file each Statutory the Prospectus (including any amendment or supplement through incorporation by reference of any report filed under the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (orExchange Act), if applicable and consented to by the Representative, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly shall advise the Representative Representatives promptly of any proposal to amend or supplement the Prospectus and shall furnish to the Representatives a copy of each such proposed amendment or supplement and afford the Representatives a reasonable opportunity for review and comment, which shall in any case not be longer than three business days, and the Company shall not file any such proposed amendment or supplement to which the Representatives reasonably object. (b) After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any Statutory Prospectus at any amendment or supplement to the Prospectus, (iii) of the time and will offer the Representative a reasonable opportunity to comment on date that any such amendment or supplement; and the Company will also advise the Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any post-effective amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, Statement becomes effective and (iiiiv) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of the Prospectus, or of the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening initiation of any proceedings for any of such purposepurposes. The If the Commission shall enter any such stop order at any time, the Company will use its reasonable best efforts to prevent obtain the issuance lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 434, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such stop order or Rule 424(b) were received in a timely manner by the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereofCommission. (c) If, at any time when a prospectus relating to during the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealerProspectus Delivery Period, any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Final 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 madeexisting at the time such event shall have occurred or such condition shall exist, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Actlaw, the Company will promptly notify the Representative of such event and will agrees to promptly prepare and (subject to Section 3(a) hereof), file with the Commission and furnish, furnish at its own expense, expense to the Underwriters and to dealers, amendments or supplements to the dealers and any other dealers upon request Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the Representativecircumstances existing at the time such event shall have occurred or such condition shall exist, an amendment be misleading or supplement which so that the Prospectus, as amended or supplemented, will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereofcomply with law. (d) As soon as practicable, but not later than June 30, 2008, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158. (e) The Company will agrees to furnish to the Representative Representatives, without charge, during the Prospectus Delivery Period, as many copies of the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all any amendments and supplements to such documentsthereto, in each case case, as soon as available and in such quantities as the Representative Representatives may reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documentsrequest. (fe) The Company will arrange shall cooperate with the Representatives and counsel for the qualification of Underwriters to qualify or register the Securities Notes for sale and under (or obtain exemptions from the determination of their eligibility for investment under application of) the state securities or Blue Sky laws of those jurisdictions designated by the Representatives, shall comply with such jurisdictions as the Representative reasonably designates laws and will shall continue such qualifications qualifications, registrations and exemptions in effect so long as required for the distribution provided that of the Notes. The Company will shall not be required to qualify as a foreign corporation to do business in any such jurisdiction where it is not presently so qualified or to file a take any action that would subject it to general consent to service of process in any such jurisdictionjurisdiction where it is not presently so subject. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment. (f) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement (which need not be audited) that satisfies the provisions of Section 11(a) of the Securities Act. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to During the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading period commencing on the Euro MTF Market of the Luxembourg Stock Exchange date hereof and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability ending on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoingClosing Date, the Company will also pay not, without the expenses prior written consent of the Qualified Independent UnderwriterRepresentatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company similar to the Notes or securities exchangeable for or convertible into debt securities similar to the Notes (other than as contemplated by this Agreement with respect to the Notes). (h) The Company will take such steps as shall be necessary to ensure that it will not be or become an "open-end investment company, unit investment trust or face-amount certificate company" within the meaning of the Investment Company Act. (i) In connection with the offering, until the Underwriters Representatives shall have notified the Company and the other Underwriters of the completion of the resale distribution of the SecuritiesNotes, 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 in any Securities Notes or attempt to induce any person to purchase any SecuritiesNotes; and neither they the Company nor any of their 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 Securities. (i) After the date Notes. The Representatives, on behalf of the initial offering of several Underwriters, may, in their sole discretion, waive in writing the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed performance by the Company and having a maturity of any one or more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under foregoing covenants or extend the credit facilities existing on the date hereof or secured financings of accounts receivables and inventorytime for their performance. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to Xxxxxxxx & Xxxxxxxx, 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (d) As soon as practicable, but not later than June 3016 months, 2008after 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 this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) 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 as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, 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 will furnish to the Representatives (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. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement, ) and will reimburse the Securities, the Supplemental Indenture Underwriters (if and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (viextent incurred by them) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing Offered Securities for any applicable filing fee of the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) National Association of Securities Dealers, Inc. relating to the Underwriters and expenses incurred Registered Securities, for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s 's officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of Registered Securities and for expenses incurred in distributing the Securities from Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date Except in connection with employee benefit or Director compensation plans of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing DateCompany, the Company will not not, without the prior written consent of the Lead Underwriter, 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 to 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 any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition disposal or filing, without for a period beginning at the prior written consent time of execution of the Representative; provided that this provision shall not prohibit borrowings under Terms Agreement and ending the credit facilities existing on the date hereof or secured financings number of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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 days after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to specified under "Blackout" in the delivery of the SecuritiesTerms Agreement.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (d) As soon as practicable, but not later than June 3016 months, 2008after 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 this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and (if the Offered Securities are debt securities, Preferred Stock or Warrants) the determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided distribution, provided, however, that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Offered Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfiedare debt securities, because this Agreement is terminated Preferred Stock, Debt Security Warrants or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing DatePreferred Stock Warrants, 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 to 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, issue (if the Offered Securities are debt securities or Debt Security Warrants) or any options series of Preferred Stock issued or derivatives in respect of such debt securitiesguaranteed by the Company (if the Offered Securities are Preferred Stock or Preferred Stock Warrants), or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings 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, except in each case in connection with securities being offered or to be offered pursuant to registration statements filed by the Company under the credit facilities existing on Act prior to the date hereof or secured financings of accounts receivables and inventorythe Prospectus. (jh) The Company will indemnify and hold harmless If the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Offered Securities are outstanding; providedCommon Stock, however, that if the Company can no longer maintain such listingCommon Stock Warrants or are convertible into Common Stock, the Company will use all reasonable commercial efforts not offer, sell, contract to obtain and maintain sell, pledge or otherwise dispose of, directly or indirectly, or file with the listing Commission a registration statement under the Act relating to, any additional shares of its Common Stock, Common Stock Warrants or securities convertible into or exchangeable or exercisable for any shares of its Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, Lead Underwriter for a division period beginning at the time of execution of the McGraw Hill, Inc. (“S&P”), Terms Agreement and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings ending the number of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to days after the Closing Date and to satisfy all conditions precedent specified under "Blackout" in the Terms Agreement, except issuances of Common Stock pursuant to the delivery conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date of the SecuritiesTerms Agreement, grants of employee stock options pursuant to the terms of stock option or equity incentive plan of the Company, issuances of Common Stock pursuant to the exercise of such options or issuances of Common Stock pursuant to the Company's employee stock purchase or other similar plan.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to counsel for the Underwriters, if available, 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final 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 time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativeLead Underwriter’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (d) As soon as practicable, but not later than June 3016 months, 2008after 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 this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative copies Representatives one copy each of the Registration Statement, including all exhibits, one copy each of any Statutory Prospectusrelated preliminary prospectus, if available, and copies of any related preliminary prospectus supplement related to the Offered Securities, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) 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 of the United States as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish or otherwise make available to the Representatives and, upon request, to each of the other Underwriters, if any, 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 will furnish or otherwise make available to the Representatives, from time to time, such other information concerning the Company as the Lead Underwriter may reasonably request. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto), including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) but not limited to any filing fees and or other expenses (including reasonable legal fees and disbursements of counsel) incurred in connection with qualification or exemption of the Registered Securities for sale under the securities and real estate syndication laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Offered Securities; , for any applicable filing fee and (x) expense incident to, any review by the National Association of Securities Dealers, Inc. of the Registered Securities, for all expenses incurred in distributing incident to the Preliminary Prospectus registration of the Offered Securities and the Final Prospectus (including printing and the word processing of copies of the Registration Statement, any amendments prospectus and supplements thereto) to this Agreement, for the Underwriters fees and expenses incurred of the Mellon Investor Services, LLC, including if required the fees and disbursements of counsel for preparingthe Mellon Investor Services, printing LLC in connection with the Offered Securities, for the fees and distributing expenses of any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse depositary in connection with holding the Underwriters (to the extent incurred by them) Offered Securities in book-entry form, for all reasonable any travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfiedRegistered Securities, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incident to listing the Offered Securities on the NYSE or any other securities exchange, and for expenses incurred by them. In addition in distributing the Prospectus, any preliminary prospectus supplements or any other amendments or supplements to the foregoing, Prospectus to the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the SecuritiesUnderwriters. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the The Company (i) will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Registered Securities (other than the Offered Securities to be sold to the Underwriters pursuant to the Terms Agreement (including the provisions of this Agreement)), any shares of any other class or series of capital stock of the Company which is substantially similar to the Registered Securities or any depositary shares or depositary receipts representing or evidencing any of the foregoing, or any securities convertible into or exercisable or exchangeable for Registered Securities or any such substantially similar capital stock or depositary shares or depositary receipts, or file with the Commission a any registration statement under the Securities Act relating towith respect to any of the foregoing or (ii) enter into any swap or any other agreement, transaction or arrangement that transfers to another, in whole or in part, directly or indirectly, any debt securities issued of the economic consequences of ownership of Registered Securities, any shares of any other class or guaranteed by series of capital stock of the Company and having a maturity of more than one year from which is substantially similar to the date of issue, Registered Securities or any options depositary shares or derivatives depositary receipts representing or evidencing any of the foregoing, whether any such transaction described in respect clause (i) or (ii) above is to be settled by delivery of such debt Registered Securities, other securities, in cash or publicly disclose the intention to make any such offer, sale, pledge, disposition or filingotherwise, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under Lead Underwriter for a period beginning at the credit facilities existing time of execution of the Terms Agreement and ending on the date hereof or secured financings of accounts receivables and inventoryspecified under “Blackout” in the Terms Agreement. (j) The Company will indemnify and hold harmless not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Underwriters against any documentaryExchange Act of otherwise, stamp stabilization or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale manipulation of the 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 price of any present or future taxes, duties or governmental charges 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. If such withholding or deduction security of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding facilitate the sale or deduction resale of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the CompanyOffered Securities. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on net proceeds received by it from the Euro MTF Market sale of the Luxembourg Stock Exchange and will maintain such listing as long as Offered Securities sold by it in the Securities are outstanding; provided, however, that if manner specified in the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing Prospectus Supplement under “Use of the Securities on another recognized stock exchangeProceeds”. (l) The Company shall take all reasonable action necessary will use its best efforts to enable Standard & Poor’s Ratings Services, continue to meet the requirements for qualification as a division of “real estate investment trust” under the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the SecuritiesCode. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours efforts to ensure that effect the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive listing of the Offered Securities on the taxation of savings incomeNYSE. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to the Representatives one signed copy of the Registration Statement, including all exhibits, in the form in which it became effective and of all amendments thereto, and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representative, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (cb) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealerAct, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission omissions or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (dc) As soon as practicable, but not later than June 30, 2008practicable after the date of each Terms Agreement, the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the latest of (i) the effective date of this the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and satisfying (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(a11 (a) of the Act and Rule 158Act. (ed) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative are reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documentsrequested. (fe) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (gf) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this Agreement and each of will reimburse the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or Underwriters for any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including reasonable fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Representatives may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Securities; Securities and (x) for expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including Prospectus, any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees preliminary prospectuses and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition preliminary prospectus supplements to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriterunderwriters. (hg) In connection with For a period beginning at the offering, until the Underwriters shall have notified the Company time of execution 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; Terms Agreement and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 ending 30 days after the Closing Date, without the prior consent of the Representatives, the Company will not offer, sell, contract to sell, pledge sell or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, of 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 any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory Prospectus (including the Final Prospectus) Prospectus with the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this AgreementExecution Time. The Company has complied will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Act (without giving effect to the proviso therein) and will comply with Rule 433in any event prior to the Closing Date. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Preliminary Prospectus at any time and the Final Prospectus and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purposepart thereof and, in the event of the issuance of any stop order, will use its best efforts to obtain as soon as possible its lifting, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable. The Company will advise the Lead Underwriter promptly, and (iv) confirm such advice in writing of the receipt by the Company of any notification with respect notice of objection of the Commission to the suspension use of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (c) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an post-effective amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (d) As soon as practicable, but not later than June 30, 2008, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158. (e) The Company will furnish to the Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax thereto pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.Rule 401(g)

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to counsel for the Underwriters, one copy of the registration statement relating to the Offered Securities, including all exhibits, in the form it became effective and of all amendments thereto (but, in all cases, only with respect to any such documents that are not electronically available through the Commission’s XXXXX filing system) and that, in connection with the offering of the Offered Securities: (a) The Company has filed or will file each Statutory the supplement to the Prospectus (including that reflects the Final Prospectus) terms of offering of the Offered Securities with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (1) or (2) (or, if applicable and as consented to by the RepresentativeCSFB, subparagraph (5)which consent shall not be unreasonably withheld) of Rule 424(b) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this AgreementAgreement (or, if applicable and if consented to by CSFB, which consent shall not be unreasonably withheld, subparagraph (4) or (5)). The Company has complied and will comply with advise CSFB promptly of any such filing pursuant to Rule 433424(b). (b) The Company will advise CSFB promptly advise the Representative of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any not effect such amendment or supplementsupplementation without CSFB’s consent; which consent shall not be unreasonably withheld, and the Company will also advise the Representative CSFB promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative CSFB of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativeCSFB’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (d) As soon as practicable, but not later than June 30, 2008the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the effective date of this Agreement and satisfying the Registration Statement that will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. For the purpose of the preceding sentence, “Availability Date” means the date by which the Company is required to file its Form 10-Q with the Commission after the end of the fourth fiscal quarter following the fiscal quarter that includes such effective date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the date by which the Company is required to file its Form 10-K for that fiscal year with the Commission. (e) The Company will furnish to the Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, and the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably CSFB requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for furnish such information as may be required and otherwise cooperate in qualifying the qualification of the Offered Securities for offer and sale and the determination of their eligibility for investment under the securities or blue sky laws of such states or other jurisdictions as the Representative reasonably CSFB designates and will continue such qualifications in effect so long as required for the distribution provided distribution; provided, however, that the Company will shall not be required to qualify as a foreign corporation or to file a general consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Offered Securities). The Company shall promptly advise the Representative of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such jurisdictionpurpose. (g) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate CSFB designates and the printing of memoranda relating thereto, costs and expenses related for any filing fee incident to the a review by the National Association of Securities Deals NASD, Inc. of the Offered Securities; (ix) , for any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of the Securities from Offered Securities, including the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because cost of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters aircraft chartered in connection with attending or hosting such meetings, and for expenses incurred in distributing the proposed purchase and sale of the Securities. The Company shall not be liable Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition Prospectus to the foregoing, the Company will also pay the expenses of the Qualified Independent UnderwriterUnderwriters. (h) In connection with For the offering, until period specified below (the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date“Lock-Up Period”), the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of its Securities or file with the Commission a registration statement under the Securities Act relating to, securities convertible into or exchangeable or exercisable for any debt securities issued or guaranteed by the Company and having a maturity shares of more than one year from the date of issue, or any options or derivatives in respect of such debt securitiesits Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition pledge or filingdisposition, without the prior written consent of CSFB, except (i) issuances of Securities pursuant to the Representative; provided that this provision shall conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (ii) issuances of Securities or grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, including the Company’s 401(k) Plan, the 2004 Stock Award and Incentive Plan, the Direct Stock Purchase and Dividend Reinvestment Plan, the Deferred Compensation and Stock Purchase Plan for Non-Employee Directors and the Employee Stock Gift Program, and (iii) issuances of Securities pursuant to the exercise of such employee stock options. In addition, without the prior written consent of CSFB, the Company will not prohibit borrowings file with the Commission, or publicly disclose the intention to make any such filing of, a registration statement under the credit facilities existing Act, other than (x) registration statements on Form S-8, (y) registration statements in connection with the Registration Rights Agreement and (z) registration statements on Form S-4 or registration statements related to offerings in which the stated use of proceeds is the acquisition of another business or substantially all of the assets of another business. The initial Lock-Up Period will commence on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain continue and include the date 90 days after the date hereof or such listing as long as the Securities are outstandingearlier date that CSFB consents to in writing; provided, however, that if (1) during the Company can no longer maintain such listinglast 17 days of the initial Lock-Up Period, the Company will use all reasonable commercial efforts releases earnings results or material news or a material event relating to obtain and maintain the listing Company occurs or (2) prior to the expiration of the Securities initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division the last day of the McGraw Hillinitial Lock-Up Period, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings then in each case the Lock-Up Period will be extended until the expiration of the Securities. 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless CSFB waives, in writing, such extension; provided, however, that if after any announcement described in clause (m2) of this sentence, the Company announces that it will not release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, the Lock-Up Period shall expire at the later of the initial Lock-Up Period end date and the end of any extension of the Lock-Up Period pursuant to clause (1) of this sentence. The Company will cooperate provide CSFB with the Underwriters and use its reasonable best endeavours notice of any announcement described in this paragraph that gives rise to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions an extension of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings incomeLock-Up Period. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with the appropriate subsection of Rule 424(b)(2) (or, if applicable and consented to by the Representative, subparagraph (5)424(b) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (d) As soon as practicable, but not later than June 3018 months, 2008after the date of each Terms Agreement, the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and and, if requested by the Lead Underwriter, the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided distribution; provided, however, that the Company will shall not be required obligated to file any general consent to service or process or to qualify as a foreign corporation or to file as a general consent to service of process dealer in securities in any such jurisdictionjurisdiction which it is not so qualified or to subject itself to taxation in respect of any business in any jurisdiction which it is not otherwise so subject. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, 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 the Representatives (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 shareholders, and (ii) from time to time, such other information concerning the Company as the Company shall furnish to its shareholders generally. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement, ) and will reimburse the Securities, the Supplemental Indenture Underwriters (if and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (viextent incurred by them) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Offered Securities; and (x) expenses incurred in distributing , for any applicable filing fee of the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) National Association of Securities Dealers, Inc. relating to the Underwriters and expenses incurred Registered Securities, for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s 's officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of Registered Securities and for expenses incurred in distributing the Securities from Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the 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 to 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 any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition disposal or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under Lead Underwriter for a period beginning at the credit facilities existing time of execution of the Terms Agreement and ending on the later of (i) the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale termination of the Securities syndicate 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (kii) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the SecuritiesDate.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Registration Statement or any Statutory the Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any not effect such amendment or supplementsupplementation without the Lead Underwriter's consent; and the Company will also advise the Representative Lead Underwriter promptly of the effectiveness of each Registration Statement (iif its Effective Time is subsequent to the execution and delivery of this Agreement) the filing and of any such amendment or supplement, (ii) any request by supplementation of a Registration Statement or the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (d) As soon as practicable, but not later than June 30, 2008the Availability Date (as defined below), the Company will make generally available to its securityholders holders of the Offered Securities an earnings statement covering a period of at least 12 months beginning after the date Effective Date of this Agreement and satisfying the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and Rule 158. (e) The Company will furnish to Act. For the Representative copies purpose of the Registration Statementpreceding sentence, including all exhibits, any Statutory Prospectus, "Availability Date" means the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as 45th day after the Representative reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification end of the Securities for sale and fourth fiscal quarter following the determination of their eligibility for investment under fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses last quarter of the Company’s legal advisors; (ii) 's fiscal year, "Availability Date" means the fees, disbursements and expenses of 90th day after the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws end of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriterfourth fiscal quarter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters Purchaser that: (a) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representative, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Purchaser promptly of any proposal to amend or supplement the Registration Statement Preliminary Offering Circular or any Statutory Prospectus at any time Final Offering Circular and will offer the Representative a reasonable opportunity to comment on any not effect such amendment or supplement; and supplementation without the Company will also advise the Representative promptly of (i) the filing of any Purchaser’s consent, such amendment consent not to be unreasonably withheld or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purposedelayed. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (c) If, at any time when a prospectus relating prior to the completion of the resale of the Offered Securities is (by the Purchaser, there occurs an event or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs development as a result of which any document included in the Preliminary Offering Circular or Final Prospectus as then amended Offering Circular, 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 the Registration Statement or supplement the Preliminary Offering Circular or Final Prospectus Offering Circular, the General Disclosure Package or any Supplemental Marketing Material to comply with the Actany applicable law, the Company promptly will promptly notify the Representative Purchaser of such event and promptly will promptly prepare and file with the Commission and furnishprepare, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativePurchaser’s consent to, nor the Underwriters’ its delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 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 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. (d) As soon as practicable, but not later than June 30, 2008, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158. (eb) The Company will furnish to the Representative Purchaser copies of the Registration StatementPreliminary Offering Circular, including all exhibits, any Statutory Prospectuseach other document comprising a part of the General Disclosure Package, the Final Prospectus and Offering 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 the Representative Purchaser reasonably requests, and the Company will furnish to the Purchaser on the date hereof three copies of each of the foregoing documents signed by a duly authorized officer of the Company, one of which in the case of the Preliminary Offering Circular and Final Offering Circular will include the independent accountants’ reports manually signed (or signed by facsimile to be followed up with a manual signature if requested after the Closing Date by Purchaser) 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 the 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 Underwriters Purchaser all such documents. (fc) 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 the Representative reasonably Purchaser designates and will continue such qualifications in effect so long as required for the distribution resale of the Offered Securities by the Purchaser, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictionstate. (d) During the period of two years after the Closing Date, the Company will, upon request, furnish to the 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 Company agrees to will pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement, the Warrant Agreement, the Indenture, the Registration Rights Agreement and each of the IndenturesAncillary Documents, including, subject to receipt of sufficiently itemized accounts including (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent Trustee, the Warrant Agent and their respective professional advisorsadvisers; (vii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the SecuritiesOffered Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Registration Rights Agreement, the Ancillary Documents, the Offered Securities, the Supplemental Indenture and the New Indenture, the Warrant Agreement, the Preliminary Prospectus and Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Prospectus and 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; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (viiiii) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities; (viiiiv) any filing fees and other expenses (including reasonable 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 Europe, the United States and Canada as the Underwriters designate Purchaser designates and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ixv) for any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities; and (xvi) for expenses incurred in distributing the Preliminary Prospectus and Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Prospectus Offering Circular (including any amendments and supplements thereto) and any Supplemental Marketing Material to the Underwriters Purchaser; and (vii) any reasonable fees and expenses incurred for preparingin connection with the creation and perfection of liens on the Collateral pursuant to the Security Documents (including reasonable fees and disbursements of counsel to the Initial Purchaser related thereto), printing including in connection with the filing of financing statements, fixture filings and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsfilings with the United States Patent and Trademark Office and Copyright Office. The Company agrees to will also pay or reimburse the Underwriters Purchaser (to the extent incurred by them) for all reasonable travel expenses of the Underwriters Purchaser and the Company’s officers and employees and any other reasonable expenses of the Underwriters Purchaser and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of the Offered Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent UnderwriterPurchaser. (h) In connection with the offering, until the Underwriters 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 they it nor any of their 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) After For a period of 180 days after the date of the initial offering of the Offered Securities by the Underwriters and until the day which is 90 days after the Closing DatePurchaser, 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 (other than 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. The Company will not at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any securities under circumstances where such offer, sale, pledge, contract or disposition or filing, without would cause the prior written consent exemption afforded by Section 4(2) of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom Securities Act or the Republic safe harbor of France, including any interest and penalties, that may Regulation S thereunder to cease to be payable by applicable to the Underwriters on the creation, issuance offer and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Offered Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that, in connection with each offering of Offered Securities: (a) The Company has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativeLead Underwriter’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (d) As soon as practicable, but not later than June 3016 months, 2008after 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 effective date of this Agreement and satisfying the registration statement relating to the Registered Securities (as determined pursuant to Rule 158 under the Act), which will satisfy the provisions of Section 11(a) of the Act and Rule 158158 thereunder. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) 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 as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement), the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating thereto, costs and expenses related to for any applicable filing fee incident to, the review by the National Association of Securities Deals Dealers, Inc. of the Registered Securities; (ix) , for any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of Registered Securities and for expenses incurred in distributing the Securities from Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the 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 debt additional shares of its Common Stock or securities issued convertible into or guaranteed by the Company and having a maturity exchangeable or exercisable for any shares of more than one year from the date of issue, or any options or derivatives in respect of such debt securitiesits Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse First Boston LLC and J.X. Xxxxxx Securities Inc. for a period beginning at the Representative; provided that this provision shall not prohibit borrowings time of execution of the Terms Agreement and ending the number of days after the Closing Date specified under “Blackout” in the credit facilities existing Terms Agreement, except issuances of Offered Securities pursuant to the Terms Agreement, issuances of Common Stock 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 of the Terms Agreement, grants of employee stock options or secured financings restricted stock pursuant to the terms of accounts receivables and inventorya plan in effect on the date of the Terms Agreement, issuances of Common Stock pursuant to the exercise of such options or issuances of Common Stock pursuant to any employee benefit or retirement plan of the Company in effect on the date of the Terms Agreement. Notwithstanding the foregoing, at any time following the date which is 30 days after the Closing Date, the Company may file a “shelf registration statement” with the Commission to register securities of the Company, including additional shares of its Common Stock and/or securities convertible into or exchangeable or exercisable for any shares of its Common Stock; provided, however, that the offer, sale, pledge or other disposition of such securities shall otherwise be subject to the terms of this Section 4(h). (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (ki) The Company will use its reasonable best efforts to have the Offered Securities admitted to trading approved for listing on the Euro MTF Market of the Luxembourg The New York Stock Exchange and will maintain such listing as long as (the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&PStock Exchange”), and Mxxxx’x Investors Service Inc. (“Moody’s”) subject to provide and/or confirm their respective credit ratings notice of the Securitiesissuance. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters thatUnderwriters: (a) The Company has filed or will to file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representative, subparagraph (5)424(b) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433.used; (b) The (i) to furnish such information as may be required and otherwise to cooperate in qualifying the Offered Securities for offering and sale under the securities or blue sky laws of such states as the Underwriters may designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided that the Company will shall not be required to qualify as a foreign corporation or to consent to the service of the process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Offered Securities); and (ii) to promptly advise the Representative Underwriters of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any such amendment or supplement; and the Company will also advise the Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the institution initiation or threatening threat of any proceedings proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.; (c) Ifto make available to the Underwriters copies of each Registration Statement, at any time when each related preliminary prospectus, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by the Underwriters or any dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Underwriters reasonably request. The Prospectus shall be so furnished on or prior to 10:00 a.m. New York time on the second business day following the date of this Underwriting Agreement. All other documents shall be so furnished as soon as available; (d) to advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus and not effect any such amendment or supplementation without the Underwriters’ consent; and the Company will also advise the Underwriters promptly of the filing of any such amendment or supplement, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every commercially reasonable effort to obtain the lifting or removal of such order as soon as possible; to advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and, for so long as the delivery of the Prospectus is (or, but for the exemption in Rule 172 under the Act would be) required in connection with the offer or sale of the Offered Securities, to file no such amendment or supplement to which the Underwriters shall object in writing; (e) if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) of the Act; (f) (i) to the extent not publicly filed, to furnish to the Underwriters for a period of one (1) year from the date of this Underwriting Agreement copies of any reports or other communications which the Company shall send to its stockholders and (ii) such other information publicly disclosed by the Company as the Underwriters may reasonably request in writing regarding the Company, in each case as soon as reasonably practicable after such reports, communications, documents or information become available, or are requested in writing by the Underwriters; (g) to advise the Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Offered Securities is (or, but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act by which would require the making of any Underwriter or dealerchange in the Prospectus then being used, any event occurs as a result of which so that the Final Prospectus as then amended or supplemented would not include an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleadingmisleading and, or if it is necessary at any time during such time, to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative of such event and will promptly prepare and file with the Commission and furnish, at its own the Company’s expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise to furnish the Underwriters promptly a copy of any proposal to amend such proposed amendments or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, supplements before filing any such amendment or supplement shall constitute a waiver of any with the Commission; (h) to furnish the Underwriters five (5) conformed copies of the conditions initial registration statement and of all amendments thereto (including all exhibits thereto); (i) to apply the net proceeds from the sale of the Offered Securities in the manner set forth under the caption “Use of Proceeds” in Section 7 hereof.the Prospectus; (dj) As soon as practicableto pay all costs, but not later than June 30expenses, 2008, fees and taxes in connection with (i) the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement preparation and satisfying the provisions of Section 11(a) of the Act and Rule 158. (e) The Company will furnish to the Representative copies filing of the Registration Statement, including all exhibitseach preliminary prospectus, any each Statutory Prospectus, the Final Prospectus and all any amendments or supplements thereto, and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably requests. The Company will pay the expenses of printing and distributing furnishing of copies of each thereof to the Underwriters all such documents. (fincluding costs of mailing and shipment); (ii) The Company will arrange for the registration, issuance, sale and delivery of the Offered Securities; (iii) the printing of this Underwriting Agreement and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters (including costs of mailing and shipment); (iv) the qualification of the Offered Securities for offering and sale under state laws and the determination of their eligibility for investment under state laws as aforesaid (including associated filing fees and the laws reasonable legal fees and disbursements of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required counsel for the distribution provided that Underwriters) and the Company will not be required to qualify as a foreign corporation or to file a general consent to service printing and furnishing of process in copies of any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental blue sky surveys to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery any listing of the Securities, Offered Securities on any securities exchange or qualification of the preparation and printing of this Agreement, Offered Securities for quotation on the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, NASDAQ Global Market and any other document relating to registration thereof under the issuance, offer, sale and delivery of the SecuritiesExchange Act; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market review, if any, of the Luxembourg Stock Exchange and any expenses incidental thereto, including those public offering of the Luxembourg listing agentOffered Securities by the FINRA (including associated filing fees and the reasonable legal fees and disbursements of counsel for the Underwriters); (vii) the cost of any advertising approved by the Company presentations or meetings undertaken in connection with the issue marketing of the Securities; (viii) any filing fees offer and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Offered Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations prospective investors and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by sales force, including, without limitation, expenses associated with the Underwriters production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the proposed purchase road show presentations, travel, lodging and sale other expenses incurred by the officers of the Securities. The Company shall not be liable to and any such consultants, and the Underwriters for loss cost of contemplated profits from any aircraft chartered in connection with the transactions covered by this Agreement. Other than road show; and (viii) the performance of the other obligations of the Company hereunder; provided, however, that except as otherwise set forth in this Section 5(h) each of Underwriting Agreement, the parties hereto Underwriters shall bear all out-of-pocket pay their own costs and expenses, including the costs and expenses incurred by them. In addition to of counsel for the foregoing, Underwriters; (k) for so long as the Company will also pay the expenses delivery of the Qualified Independent Underwriter. Prospectus is (hor, but for the exemption in Rule 172 under the Act would be) In required in connection with the offeringoffer or sale of the Offered Securities, until to furnish to the Underwriters shall have notified a reasonable period of time before filing with the Company Commission a copy of any document proposed to be filed pursuant to Section 13, 14 or 15(d) of the completion of Exchange Act and to not make any filing to which 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities.Underwriters reasonably object; (il) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the Company will to not offer, sell, contract to sell, pledge or otherwise dispose oftake, directly or indirectly, any action designed to or file with the Commission a registration statement which may constitute or which might reasonably be expected to cause or result, under the Securities Exchange Act relating or otherwise, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities; (m) not to, any debt securities issued or guaranteed by the Company and having for a maturity of more than one year from period commencing on the date of issue, or any options or derivatives in respect this Underwriting Agreement and ending on the close of such debt securities, or publicly disclose business on the intention to make any such offer, sale, pledge, disposition or filing30th day after the date of the Prospectus, without the prior written consent of Pacific Growth Equities, LLC, effect the RepresentativeDisposition of, directly or indirectly, any Securities other than the sale of the Offered Securities hereunder; provided that nothing in this provision Underwriting Agreement shall not prohibit borrowings prevent the Company’s issuance of (i) equity securities under the credit facilities existing on the date hereof Company’s currently authorized equity incentive plans, including its employee stock purchase plan, or secured financings upon exercise of accounts receivables and inventory. outstanding equity awards, (jii) The Company will indemnify and hold harmless the Underwriters against securities issued or sold in connection with any documentary, stamp corporate strategic development of similar transaction or similar issuance tax that may be imposed (iii) any merger or acquisition transaction approved by the United StatesCompany’s board of directors. Notwithstanding the foregoing, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the Securities and on the execution and delivery of this Agreement. All payments to be made by if (i) the Company hereunder shall be made without withholding issues an earnings release or deduction for material news, or on account of any present or future taxes, duties or governmental charges whatsoever unless a material event relating to the Company is compelled by law occurs, during the last 17 days of such 30-day period, or (ii) prior to deduct or withhold the expiration of such taxes, duties or charges. In that event30-day period, the Company shall pay announces that it will release earnings results during the 16-day period beginning on the last day of 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. If such withholding or deduction of tax is due30-day period, the Underwriters and restriction imposed hereby shall continue to apply until the Company shall promptly coexpiration of the 18-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading day period beginning on the Euro MTF Market issuance of the Luxembourg Stock Exchange and will maintain such listing as long as earnings release or the Securities are outstandingoccurrence of the material news or material event; provided, however, that this sentence shall not apply if any research published or distributed by any Underwriter on the Company can no longer maintain would be compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Securities Exchange Act; (n) to file timely all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act and the Rules and Regulations subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is (or, but for the exemption in Rule 172 under the Act would be) required in connection with the offering or sale of the Offered Securities, and to promptly notify the Underwriters of such listingfiling; (o) if, at the time this Underwriting Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or an additional registration statement to be declared effective before the offering of the Offered Securities may commence, the Company will endeavor to cause such post-effective amendment or additional registration statement to become effective as soon as possible and will advise the Underwriters promptly and, if requested by the Underwriters, will confirm such advice in writing, when such post-effective amendment or additional registration statement has become effective; and (p) to use all commercially reasonable commercial efforts to obtain and maintain the listing quotation of the Offered Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary the NASDAQ Global Market and to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate file with the Underwriters NASDAQ Global Market all documents and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed notices required by the CompanyNASDAQ Global Market of companies that have securities traded in the over-the-counter market and quotations for which are reported by the NASDAQ Global Market. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters Underwriter that: (a) Immediately following the execution of this Agreement, the Company will prepare a final Prospectus Supplement that complies with the Act and the Rules and Regulations and that reflects the terms of the offering of the Offered Securities and such other information as the Underwriter and the Company deem appropriate. The Company has filed or will file each Statutory the Prospectus (including Supplement with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, or if applicable and if consented to by the RepresentativeXxxxxxx Xxxxx Xxxxxx, subparagraph (5)) of Rule 424(b) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with advise Xxxxxxx Xxxxx Barney promptly of any such filing pursuant to Rule 433424(b). (b) The Company will advise Xxxxxxx Xxxxx Xxxxxx promptly advise the Representative of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time prior to the termination of the offering of the Offered Securities and will offer the Representative a reasonable opportunity to comment on any not effect such amendment or supplementsupplementation without Xxxxxxx Xxxxx Barney's consent, which consent shall not be unreasonably withheld or delayed; and and, prior to the termination of the offering of the Offered Securities, the Company will also advise the Representative Xxxxxxx Xxxxx Xxxxxx promptly of (i) the filing effectiveness of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Xxxxxxx Xxxxx Barney of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Xxxxxxx Xxxxx Xxxxxx'x consent to, nor the Underwriters’ Underwriter's delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (d) As soon as practicable, but not later than June 3016 months, 2008after the date of this 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 first effective date of the Registration Statement relating to the Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and satisfying (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. (e) The Company will furnish to the Representative copies Underwriter one copy of the Registration Statement, including Statement (which will contain conformed signatures and will include all exhibits), each related preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by the Underwriter or any Statutory Prospectusdealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Xxxxxxx Xxxxx Barney reasonably requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters Underwriter all such documents. (f) 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 as the Representative Xxxxxxx Xxxxx Xxxxxx reasonably designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to During the performance period of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoingtwo years hereafter, the Company will also pay furnish to the expenses Underwriter, 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 will furnish to the Underwriter as soon as available, a copy of each report and any definitive proxy statement of the Qualified Independent UnderwriterCompany filed with the Commission under the Exchange Act, or mailed to stockholders. (h) In connection with the offering, until the Underwriters shall have notified the Company For a period 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After 90 days after the date of the initial public offering of the Securities by the Underwriters and until the day which is 90 days after the Closing DateOffered Securities, the Company will not offer, sell, contract to sell, announce their intention 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 debt additional shares of its Securities or securities issued convertible into or guaranteed by the Company and having a maturity exchangeable or exercisable for any shares of more than one year from the date of issue, or any options or derivatives in respect of such debt securitiesits Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Xxxxxxx Xxxxx Barney, and the Representative; provided Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by each of the officers and directors of the Company listed on Schedule B hereto to the effect that this provision each such person will not engage in any of the foregoing transactions (other than bona fide pledges) with respect to any Securities or securities convertible into or exchangeable or exercisable for any Securities, in each case beneficially owned by such person during such period. The foregoing shall not prohibit borrowings under apply to (i) any Securities issuable upon the credit facilities existing exercise or redemption of an option or warrant or the conversion or exchange of a security, in each case outstanding on the date hereof of the Prospectus Supplement and in accordance with its terms of the respective securities, (ii) any securities of the Company sold or secured financings granted pursuant to the Company's incentive and other benefit plans as in effect as of accounts receivables the date of the Prospectus Supplement, (iii) any shares of its Securities issued upon exercise of the Company's issued and inventoryoutstanding Equity Rights in accordance with the terms thereof, (iv) any warrants or securities convertible into its Securities issued in exchange for any of the Company's warrants, options or Equity Rights outstanding on the date of the Prospectus Supplement, and (v) securities issued as consideration for any acquisition (pursuant to a merger or otherwise) of one or more entities. (i) The Company agrees with the Underwriter that the Company will pay all expenses incident to the performance of the obligations of the Company under this Agreement, for any filing fees and other expenses (including reasonable fees and disburse- ments of counsel) in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as Xxxxxxx Xxxxx Xxxxxx reasonably designates and the printing of memoranda relating thereto, for the filing fee incident to the review by the National Association of Securities Dealers, Inc. of the Offered Securities, for any 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 and for expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriter. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax agrees that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours the net proceeds to ensure that it from the Company maintains a paying agent Offered Securities in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation manner described in the Prospectus Supplement under the caption "Use of savings incomeProceeds". (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to the Representatives one signed copy of the Registration Statement, including all exhibits, in the form in which it became effective and of all amendments thereto, and that, in connection with each offering of Securities: (a) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representative, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (cb) If, at any time when a prospectus relating to the Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealerAct, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission omissions or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (dc) As soon as practicable, but not later than June 30, 2008practicable after the date of each Terms Agreement, the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the latest of (i) the effective date of this the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the 12 12 date of such Terms Agreement and satisfying (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 and Rule 158Act. (ed) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative are reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documentsrequested. (fe) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such U.S. jurisdictions as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (gf) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this Agreement and each of will reimburse the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or Underwriters for any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including reasonable fees and disbursements of counsel) incurred by them in connection with qualification of the Registered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Representatives may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Securities; Securities and (x) for expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including Prospectus, any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees preliminary prospectuses and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition preliminary prospectus supplements to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriterunderwriters. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters thatUnderwriter: (a) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) , properly completed, with the Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and if consented to by the RepresentativeUnderwriter, subparagraph (5)) not of Rule 424(b) no later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreementused. The Company has complied and will comply with advise the Underwriter promptly of any such filing pursuant to Rule 433424(b). (b) The Company shall file the final pricing information, which may be posted on a Bloomberg screen or distributed via Bloomberg, as a free writing prospectus. (c) The Company will promptly advise the Representative Underwriter promptly, in writing, of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any not effect such amendment or supplementsupplementation without the Underwriter’s reasonable consent; and the Company will also advise the Representative Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (cd) If, at any time when a prospectus relating to the Securities Notes is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any the Underwriter or dealer, any event occurs as a result of which the Final 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 time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Underwriter of such event and will promptly prepare and file with the Commission and furnish(subject to the Underwriter’s prior review pursuant to Section 5A(c), at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission omission, or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativeUnderwriter’s consent to, nor the Underwriters’ Underwriter’s delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (de) As The Company will cause the Trust to make generally available to Noteholders, as soon as practicable, but not no later than June 30sixteen months after the date hereof, 2008, the Company will make generally available to its securityholders an earnings statement of the Trust covering a period of at least 12 twelve consecutive months beginning after the later of (i) the effective date of the registration statement relating to the Notes and (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and and, in each case, satisfying the provisions of Section 11(a) of the Act and (including Rule 158158 promulgated thereunder). (ef) The Company will furnish to the Representative Underwriter copies of the Registration Statement, including all exhibits, any Statutory each Prospectus, the Final Prospectus Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter reasonably requests. The Final Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters Underwriter all such documents. (fg) The Company will arrange for the qualification of the Securities Notes for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative Underwriter may reasonably designates designate and will continue such qualifications in effect so long as required for the distribution of the Notes; provided that in connection therewith the Company will shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction. (gh) The For a period from the date of this Agreement until the retirement of the Notes, the Company agrees will furnish to the Underwriter, (i) copies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant’s servicing reports furnished to the Trust pursuant to Section 3.12 of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the Indenture Trustee or the Trust, as the case may be, and (ii) such other forms of periodic certificates or reports as may be delivered to the Indenture Trustee, the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents. (i) So long as any Note is outstanding, the Company will furnish to the Underwriter by first-class mail as soon as practicable, (i) all documents distributed, or caused to be distributed, by the Company to the Noteholders, (ii) all documents filed or caused to be filed by the Company with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (iii) such other information in the possession of the Company concerning the Trust as the Underwriter from time to time may reasonably request. (j) Subject to the provisions of Section 10 hereof, the Company will pay (A) all costs and expenses of Underwriter’s counsel in excess of $45,000 and (B) all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this Agreement and each of will reimburse the Indentures, including, subject to receipt of sufficiently itemized accounts Underwriter (i) the fees, disbursements if and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (viextent incurred by it) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred by it in connection with qualification of the Securities Notes for sale in jurisdictions that the Underwriter may designate pursuant to Section 5A(g) hereof and determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate Underwriter reasonably designates and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including Notes, for any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees of the Underwriter and any other reasonable expenses of the Underwriters and the Company Underwriter in connection with attending or hosting meetings with prospective Underwriters purchasers of the Securities from Notes and for expenses incurred in distributing the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses Prospectus (including reasonable fees, disbursements any amendments and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Companysupplements thereto). (k) The Company will use its reasonable best efforts to have To the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; providedextent, howeverif any, that if the Company can no longer maintain such listing, rating provided with respect to the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. Notes by Xxxxx’x Investors Service (l“Xxxxx’x”) The Company shall take all reasonable action necessary to enable or Standard & Poor’s Ratings Services, a division of the McGraw HillXxXxxx-Xxxx Companies, Inc. (“S&P”)) is conditional upon the furnishing of documents or the taking of any other action by the Company, the Company shall furnish such documents and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securitiestake any such other action. (ml) The On or before the Closing Date, the Company will cooperate with shall annotate and indicate unambiguously in the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions computer records of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect Company relating to the Receivables to show the Trust’s absolute ownership of the Receivables, and from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to after the Closing Date the Company shall not take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Sale and to satisfy all conditions precedent to the delivery of the SecuritiesServicing Agreement.

Certain Agreements of the Company. The Company agrees with the several Underwriters Purchaser that: (a) The If required, the Company has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (1) or (2) (or, if applicable and as consented to by the RepresentativePurchaser, subparagraph (5)which consent will not be unreasonably withheld) of Rule 424(b) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this AgreementAgreement (or, if applicable and if consented to by the Purchaser, which consent will not be unreasonably withheld, subparagraph (4) or (5)). The Company has complied and will comply with advise the Purchaser promptly of any such filing pursuant to Rule 433424(b). (b) The Company will promptly advise the Representative Purchaser promptly of any proposal to amend or supplement the registration statement as filed, or the related prospectus or the Registration Statement or any Statutory the Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any not effect such amendment or supplementsupplementation without the Purchaser's consent, which consent will not be unreasonably withheld; and the Company will also advise the Representative Purchaser promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to supplementation of the Registration Statement, for any supplement to any Statutory Statement or the Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use reasonably its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time during the period when a prospectus relating to the Securities Purchased Shares is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter the Purchaser or dealer, which shall in no event end earlier (but may end later) than the final Settlement Date (as defined in the Equity Forward) under the Equity Forward, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Purchaser of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (d) As soon as practicable, but not later than June 30, 2008, the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying Effective Date which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. (e) The Company will furnish to the Representative Purchaser copies of the Registration Statement, including (2 of which will be signed and will include all exhibits), any Statutory and, during the period referred to in paragraph (c) above, the Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably Purchaser requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the Execution Time. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters Purchaser all such documents. (f) The Company will arrange for the qualification of the Securities Purchased Shares for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative Purchaser reasonably designates and will continue such qualifications in effect so long as required for the distribution provided of the Purchased Shares; provided, however, that the Company will shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to file a take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Prospectus or the Registration Statement or the offering or sale of the Purchased Shares, in any such jurisdictionjurisdiction in which it is not now so subject. (g) The Company agrees will commence on or prior to the date hereof (the "Mailing Date") the mailing of the required notice of the redemption of the Convertible Securities on the Redemption Date in the form submitted to the Purchaser and will furnish to the Purchaser copies thereof in such quantities as it requests. (h) The Company will direct the Agent to advise the Purchaser's Transactions Advisory Group daily by telephone confirmed by facsimile of the principal amount of Convertible Securities surrendered for conversion into shares of Common Stock on the preceding day and the principal amount of Convertible Securities tendered to and accepted by the Agent for redemption. (i) The Company will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery charges of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental theretoAgent, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities Purchased Shares for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate Purchaser designates and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the CompanyPurchaser. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain arrange for the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive Purchased Shares on the taxation New York Stock Exchange, subject to notice of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it issuance, prior to the Closing Date and to satisfy all conditions precedent to the delivery of the SecuritiesRedemption Date.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish or otherwise make available to counsel for the Underwriters, one conformed 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeCSFBC, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (b) The During such period as, in the opinion of counsel for the Underwriters, a prospectus is required by law to be delivered in connection with sales by an Underwriter or a dealer, the Company will advise CSFBC promptly advise the Representative of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time (except in the case of Annual Reports filed on Form 10-K or Quarterly Reports filed on Form 10-Q) and will offer the Representative afford CSFBC a reasonable opportunity to comment on any such proposed amendment or supplementsupplement (except in the case of reports to be filed by the Company in the ordinary course pursuant to the Exchange Act); and and, during such period as, in the opinion of counsel for the Underwriters, a prospectus is required by law to be delivered in connection with sales by an Underwriter or a dealer, the Company will also advise the Representative CSFBC promptly of (i) the filing of any such amendment or supplement, supplement (ii) any request except in the case of reports to be filed by the Commission or its staff for any amendment Company in the ordinary course pursuant to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iiiExchange Act) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative CSFBC of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s CSFBC's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 6 hereof. (d) As soon as practicable, but not later than June 3016 months, 2008after the date of this Agreement, the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and satisfying (ii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. (e) The Company will furnish or make generally available to the Representative copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, and any related preliminary prospectus supplement, upon request of the Final Representative, and the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative CSFBC reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for cooperate with the Representative 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 as the Representative reasonably CSFBC designates and will continue such qualifications in effect so long as required for the distribution provided of the Offered Securities; provided, however, that the Company will shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to file a take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions taken by Company as contemplated herein that relates to the Prospectus, the Registration Statement, or the offering of the Offered Securities in any such jurisdictionjurisdiction in which it is not now so qualified. (g) During the period of two years hereafter, the Company will furnish or make generally available to the Representative and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders, if any, for such year; and the Company will furnish to the Representative 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. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate CSFBC designates and the printing of memoranda relating thereto, costs and for any travel expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) Company's officers and employees and any fees charged by investment rating agencies for the rating other expenses of the Securities; Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities and (x) for expenses incurred in distributing the Preliminary Prospectus preliminary prospectuses, if any, and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, the 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 to debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on CSFBC for a period beginning at the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the Securities and on the execution and delivery of this Agreement. All payments to be made by Agreement and ending at the Company hereunder shall be made without withholding or deduction for or on account later of any present or future taxes, duties or governmental charges 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery lifting of trading restrictions by the SecuritiesRepresentatives.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to counsel for the Underwriters, one signed copy of the Registration Statement, 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) thereof) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (d) As soon as practicable, but not later than June 30, 200816 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 this the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such Terms Agreement and satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and (if the Offered Securities are Debt Securities, Stock Purchase Contracts or Units) the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided distribution; provided, however, that the Company will shall not be required to qualify as a foreign corporation in any jurisdiction where it is not now so qualified or to file a take any action which would subject it to general consent to service of process in any such jurisdictionjurisdiction where it is not now so subject. (g) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto), including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viiii) any filing fees and or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale sale, listing on the Stock Exchange (if the Offered Securities are Common Stock, securities convertible into or exercisable for Common Stock or Preferred Stock) and (if the Offered Securities are Debt Securities, Stock Purchase Contracts or Units) any determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ixii) any fees charged by investment rating agencies for the rating of the Offered Securities (if they are Debt Securities; and ), (xiii) expenses incurred in distributing any applicable filing fee incident to, the Preliminary Prospectus and review by the Final Prospectus National Association of Securities Dealers, Inc. of the Registered Securities, (including iv) any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s 's officers and employees and employees, (v) any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of Registered Securities and (vi) expenses incurred in distributing the Securities from Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with If the offering, until the Underwriters shall have notified the Company 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 Offered Securities are Debt Securities or attempt to induce any person to purchase any Units containing Debt Securities; and neither they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 to 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, issue (if the Offered Securities are Debt Securities or any options or derivatives in respect of such debt securitiesUnits containing Debt Securities), or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall 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. (i) If the Offered Securities are Common Stock, Preferred Stock, Stock Purchase Contracts, convertible into Common Stock or Units containing Common Stock or Stock Purchase Contracts, the Company will not prohibit borrowings offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the credit facilities existing Act relating to, any additional shares of its Common Stock, Preferred Stock, Stock Purchase Contracts, Units or securities convertible into or exchangeable or exercisable for any shares of its Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior 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, except issuances of Common Stock 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 of the Terms Agreement, grants of employee stock options pursuant to the terms of a plan in effect on the date of the Terms Agreement, issuances of Common Stock pursuant to the exercise of such options or secured financings issuances of accounts receivables and inventoryCommon Stock pursuant to the Company's dividend reinvestment plan. (j) The Company will indemnify use its best efforts to effect the listing of (A) Offered Securities that are shares of Common Stock, (B) shares of Common Stock issuable upon the conversion or exercise of the Offered Securities, and hold harmless (C) shares of Preferred Stock, as the Underwriters against any documentarycase may be, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creationStock Exchange, issuance and sale of to cause such Offered Securities to be registered under the Securities and on the execution and delivery Exchange Act 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 taxes1934, duties or governmental charges 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Companyamended ("1934 Act"). (k) The Company will use its reasonable best efforts to have In the Securities admitted to trading on the Euro MTF Market case of the Luxembourg Stock Exchange and will maintain such listing as long as the issuance of Offered Securities are outstanding; provided, however, that if the Company can no longer maintain such listingconvertible into or exercisable for Common Stock, the Company will use agrees to reserve and keep available at all reasonable commercial efforts times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to obtain and maintain the listing satisfy any obligations to issue shares of Common Stock upon conversion or exercise of the Securities on another recognized stock exchangeOffered Securities, as the case may be. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that it will furnish to counsel for the Underwriters, if available, 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final 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 time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativeLead Underwriter’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (d) As soon as practicable, but not later than June 3016 months, 2008after 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 this 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 satisfying (iii) the date of the Company’s most recent Annual Report on Form 10-K, as amended, filed with the Commission prior to the date of such Terms Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. (e) The Company will furnish to the Representative copies Representatives one copy each of the Registration Statement, including all exhibits, one copy each of any Statutory Prospectusrelated preliminary prospectus, if available, and copies of any related preliminary prospectus supplement related to the Offered Securities, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) 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 of the United States as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish or otherwise make available to the Representatives and, upon request, to each of the other Underwriters, if any, 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 will furnish or otherwise make available to the Representatives (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 the Lead Underwriter may reasonably request. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto), including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) but not limited to any filing fees and or other expenses (including reasonable legal fees and disbursements of counsel) incurred in connection with qualification or exemption of the Offered Securities for sale under the securities and real estate syndication laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Offered Securities; , for any applicable filing fee and (x) expense incident to, any review by the National Association of Securities Dealers, Inc. of the Registered Securities, for all expenses incurred in distributing incident to the Preliminary Prospectus registration of the Offered Securities and the Final Prospectus (including printing and the word processing of copies of the Registration Statement, any amendments prospectus and supplements thereto) to this Agreement, for the Underwriters fees and expenses incurred of the Mellon Investor Services, LLC, including if required the fees and disbursements of counsel for preparingthe Mellon Investor Services, printing LLC in connection with the Offered Securities, for the fees and distributing expenses of any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse depositary in connection with holding the Underwriters (to the extent incurred by them) Offered Securities in book-entry form, for all reasonable any travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfiedRegistered Securities, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incident to listing the Registered Securities on the NYSE or any other securities exchange, and for expenses incurred by them. In addition in distributing the Prospectus, any preliminary prospectus supplements or any other amendments or supplements to the foregoing, Prospectus to the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the SecuritiesUnderwriters. (i) After The Company, without the prior written consent of Wachovia Capital Markets, LLC, will not, during the period ending 30 days after the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing DateProspectus Supplement, the Company will not (i) offer, pledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or file with the Commission a registration statement under the Securities Act relating toany securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any debt securities issued of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or guaranteed (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Registered Securities to be sold hereunder, (B) the issuance by the Company and having a maturity of more than one year from shares of Common Stock or options, rights or other securities convertible into or exercisable for shares of Common Stock pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan of the Company in effect as of the date of issuethe Prospectus Supplement, or any (C) the issuance by the Company of shares of Common Stock issuable upon the conversion or exchange of securities or the exercise of warrants or options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent outstanding as of the Representative; provided that this provision shall not prohibit borrowings under date of the credit facilities existing on the date hereof or secured financings of accounts receivables and inventoryProspectus Supplement. (j) The Company will indemnify and hold harmless not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Underwriters against any documentaryExchange Act of otherwise, stamp stabilization or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale manipulation of the 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 price of any present or future taxes, duties or governmental charges 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. If such withholding or deduction security of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding facilitate the sale or deduction resale of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the CompanyOffered Securities. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on net proceeds received by it from the Euro MTF Market sale of the Luxembourg Stock Exchange and will maintain such listing as long as Offered Securities sold by it in the Securities are outstanding; provided, however, that if manner specified in the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing Prospectus Supplement under “Use of the Securities on another recognized stock exchangeProceeds”. (l) The Company shall take all reasonable action necessary will use its best efforts to enable Standard & Poor’s Ratings Services, continue to meet the requirements for qualification as a division of “real estate investment trust” under the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the SecuritiesCode. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours efforts to permit effect the listing of the Offered Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by on the CompanyNYSE. (n) The Company undertakes thatwill obtain and deliver to Wachovia Capital Markets, since the provisions LLC signed copies of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect lock-up agreement attached as Exhibit A from July 1, 2005, it will use each of its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. executive officers (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed as defined under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery Section 16 of the SecuritiesExchange Act) and directors as soon as possible. The parties expect that all such lock ups will be delivered to Wachovia Capital Markets, LLC not later than the closing date; or as soon as possible thereafter.

Certain Agreements of the Company. The Company agrees agrees, with the several Underwriters Underwriter that: (a) The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the RepresentativeUnderwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery date of this Agreement. The Company has complied and will comply with Rule 433. (b) The Prior to 90 days after the Closing Date, the Company will promptly advise the Representative Underwriter of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus (including any document incorporated by reference therein) at any time and will offer afford the Representative Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; supplement and will not effect such amendment or supplementation without the consent of the Underwriter (which consent will not be unreasonably withheld) and the Company will also advise the Representative Underwriter promptly of (i1) the filing of any such amendment or supplement, (ii2) any request by the Commission or its staff for any amendment to the any Registration Statement, for any supplement to any Statutory Prospectus (including any document incorporated by reference therein) or for any additional information, (iii3) the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or the threatening of any proceeding for that purpose, and (iv4) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to and obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any Underwriter the Underwriter, the Borrower, their affiliates or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Underwriter of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters Underwriter and the dealers and any other dealers upon request of the Representative, Underwriter an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativeUnderwriter’s consent to, nor the Underwriters’ Underwriter’s delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 8. In addition, if, at any time prior to August 15, 2007, when a prospectus relating to the Offered Securities is (or for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by the Underwriter, the Borrower, their affiliates or dealer, any event occurs as a result of which the representations and warranties of the Company made in Section 1 hereof, are no longer true and correct, the Company will promptly notify the Underwriter of such event. (d) As soon as practicable, but not later than June 3016 months, 2008after the date of this Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158. (e) The Company will furnish to the Representative Representatives copies of the Registration StatementStatement (of which two will be signed), including all exhibits, any Statutory ProspectusProspectus relating to the Offered Securities, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriter reasonably requests. The Final Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the second business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters Underwriter all such documents. (f) 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 as the Representative reasonably Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to During the performance period of its obligations under this Agreement and each of five years after the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing date of this Agreement, the SecuritiesCompany will furnish to the Underwriter, if any, as soon as practicable after the Supplemental Indenture end of each fiscal year, a copy of its annual report to stockholders for such year; and the New IndentureCompany will furnish to the Representatives (1) as soon as available, a copy of each report and any definitive proxy statement of the Preliminary Prospectus and Company filed with the Final Prospectus and amendments and supplements theretoCommission under the Exchange Act or mailed to stockholders, and any (2) from time to time, such other document relating information concerning the Company as the Underwriter may reasonably request. However, so long as the Company is subject to the issuance, offer, sale and delivery reporting requirements of either Section 13 or Section 15(d) of the Securities; Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (vi“XXXXX”), it is not required to furnish such reports or statements to the Underwriter. (h) The Company agrees with the cost of listing Underwriter that the Securities and qualifying Company will pay all expenses incident to the Securities for trading on the Euro MTF Market performance of the Luxembourg Stock Exchange and any expenses incidental thereto, including those obligations of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) under this Agreement, for any filing fees and other expenses (including fees and disbursements of counselcounsel to the Company and counsel to the Underwriter) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate Underwriter designates and the preparation and printing of memoranda relating thereto, for any costs and expenses related to the review by the National Association of Securities Deals Dealers, Inc. of the Securities; Offered Securities (ix) any including filing fees charged by investment rating agencies and the fees and expenses of counsel for the rating of the Securities; and (x) Underwriter relating to such review), for expenses incurred in distributing the Preliminary Prospectus any Statutory Prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters Underwriter and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses Prospectus to investors or prospective investors. The Company agrees to pay , any applicable listing or reimburse the Underwriters (to the extent incurred by them) other fees and for all reasonable any travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of the Securities from Offered Securities, including the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because cost of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters aircraft chartered in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company of the completion of the resale of the Securities, neither the Company nor any of its affiliates has attending 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securitieshosting such meetings. (i) After The Company shall use it best efforts to effect and maintain the date listing of any shares of the initial offering of the Offered Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof NASDAQ Global Market or secured financings another U.S. national securities exchange or established automated over-the-counter trading market in the United States of accounts receivables and inventoryAmerica. (j) The Company will indemnify and hold harmless shall apply the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by net proceeds from the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the Offered Securities and on the execution and delivery of this Agreement. All payments to be made being sold by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxesas set forth in the General Disclosure Package, duties or governmental charges whatsoever unless and, except as disclosed in the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that eventGeneral Disclosure Package, the Company shall pay such additional amounts as may be necessary in order that does not intend to use any of the net amounts received after such withholding or deduction shall equal proceeds from the amounts that would have been received if no withholding or deduction had been made. If such withholding or deduction sale of tax is due, the Underwriters and Offered Securities hereunder to repay any outstanding debt owed to any affiliate of the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the CompanyUnderwriter. (k) The Company will use its reasonable best efforts not take, directly or indirectly, any action designed to have the Securities admitted or that would constitute or that might reasonably be expected to trading on the Euro MTF Market result in stabilization or manipulation of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if price of any securities of the Company can no longer maintain such listing, to facilitate the Company will use all reasonable commercial efforts to obtain and maintain the listing sale or resale of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Offered Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (a) The Company has filed or will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act; will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission 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 is required in connection with the offering or sale of the Shares; and will furnish copies of the Prospectus and each Statutory Issuer Free Writing Prospectus (including to the Final Prospectusextent not previously delivered) pursuant to and the Underwriters in accordance with Rule 424(b)(2) (orNew York City prior to 10:00 A.M., if applicable and consented to by the RepresentativeNew York City time, subparagraph (5)) not later than on the second business day following the earlier of next succeeding the date it is first used or the execution and delivery of this AgreementAgreement in such quantities as the Underwriters may reasonably request. The Company has complied will pay the registration fee for this offering within the time period required by Rule 456(b)(1) under the Securities Act and will comply with Rule 433in any event prior to the Closing Date. (b) The Company will promptly advise the Representative of Underwriters as soon as reasonably practicable before preparing, using, authorizing, approving, referring to or filing any proposal to amend Issuer Free Writing Prospectus, and before filing any amendment or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Representative a reasonable opportunity to comment on any such amendment or supplement; and the Company will also advise the Representative promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purposeProspectus, and (iv) the receipt by the Company of any notification with respect will not prepare, use, authorize, approve, refer to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of file any such stop order Issuer Free Writing Prospectus or the suspension of file any such qualification andproposed amendment or supplement without the Underwriters’ consent, if issued, to obtain as soon as possible the withdrawal thereof. (c) which consent will not be unreasonably withheld or delayed. If, at any time when a prospectus relating prior to the Securities is (completion of the sale of the Shares by each Underwriter, there occurs an event or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs development as a result of which the Final Registration Statement, the Disclosure Package or the Prospectus as then amended included or supplemented 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 the Registration Statement or supplement the Final Registration Statement, the Disclosure Package or the Prospectus to comply with the Actany applicable law, the Company as soon as reasonably practicable will promptly notify the Representative Underwriters and the Selling Stockholders of such event and promptly will promptly prepare and file with the Commission and furnishfile, at its their own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement supplement, which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without Neither the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery to investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof8. (d) As soon as practicable, but not later than June 30, 2008, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158. (ec) The Company will furnish notify the Underwriters as soon as reasonably practicable, and confirm the notice in writing, (i) when any amendment to the Representative copies Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period (as defined below) as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, including all exhibitspreventing or suspending the use of any Preliminary Prospectus, any Statutory Prospectusof the Pricing Disclosure Package or the Prospectus or the issuance of any notice of objection or suspending any such qualification of the Shares and, the Final Prospectus and all amendments and supplements to if any such documentsorder or notice is issued, in each case will obtain as soon as available and in such quantities as possible the Representative reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.withdrawal

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (a) The Company has filed or will file each Statutory Prospectus (including At any time when a prospectus relating to the Final Prospectus) pursuant Offered Securities is required to and in accordance with Rule 424(b)(2) (orbe delivered under the 1933 Act, if applicable and consented to by the Representative, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative of not file or make any proposal amendment to amend or supplement the Registration Statement or any Statutory supplement to the Prospectus at any time (except for periodic or current reports filed under the 0000 Xxx) unless the Company has furnished the Underwriters a copy for its review prior to filing and will offer given the Representative Underwriters a reasonable opportunity to comment on any such proposed amendment or supplement; . The Underwriters shall make its responses thereto, if any, promptly. Immediately following the execution of this Agreement, the Company will prepare a prospectus supplement, in form approved by the Underwriters, setting forth the number of shares of Offered Securities to be sold, the Underwriters' names, the price at which the Offered Securities are to be purchased by the Underwriters from the Company, the initial offering price, the selling concession and reallowance, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Offered Securities. The Company will also promptly cause the Prospectus to be filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations in the manner and within the time period prescribed by such rule and will provide evidence satisfactory to the Underwriters of such filing. The Company will promptly advise the Representative promptly of Underwriters (i) at any time when a prospectus relating to the filing of Offered Securities is required to be delivered under the 1933 Act, when any such post-effective amendment to the Registration Statement shall have been filed or supplementbecome effective, (ii) of any request by the Commission or its staff for any post-effective amendment of the Registration Statement or supplement to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) of the institution issuance by the Commission of any stop order proceedings in respect suspending the effectiveness of the Registration Statement or the institution or threatening by direct communication with the Company of any proceeding for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the institution initiation or threatening by direct communication with the Company of any proceedings proceeding for such purpose. The Company will promptly effect the filing of the Prospectus necessary pursuant to Rule 424(b) of the 1933 Act Regulations and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or suspending the suspension effectiveness of any such qualification the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. (cb) If, If at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer1933 Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is shall be necessary at any time to amend the Registration Statement or to supplement the Final Prospectus to comply with the 1933 Act or the 1934 Act, or the 1933 Act Regulations or the 1934 Act Regulations, the Company promptly will promptly (i) notify the Representative of such event and will promptly Underwriters, (ii) prepare and file with the Commission and furnishCommission, at its own expense, subject to the Underwriters and the dealers and any other dealers upon request first sentence of the Representativeparagraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The , and (iii) supply any supplemented Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. (c) During the period when a prospectus relating to the Offered Securities is required to be delivered under the 1933 Act, (i) the Company will advise file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and will furnish to the Underwriters promptly copies of such documents, (ii) on or prior to the date on which the Company makes any proposal announcement to amend the general public concerning earnings or supplement concerning any other event which is required to be described, or which the Registration Statement Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will furnish to the Underwriters the information contained or supplement to be contained in such announcement or document and (iii) the Final Prospectus and Company will not effect such amendment furnish to the Underwriters copies of all other material press releases or supplementation without announcements to the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereofgeneral public. (d) As soon as practicable, but not later than June 30, 200890 days after the close of the period covered by the earnings statement, the Company will make generally available to its securityholders security holders and to the Underwriters an earnings statement covering a period or statements of at least 12 months beginning after the date of this Agreement Company and satisfying its subsidiaries which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158158 of the 1933 Act Regulations. (e) The So long as the Underwriters are required to deliver a prospectus in connection with sales of the Offered Securities, the Company will furnish to the Representative Underwriters and their counsel, without charge, such copies of the Registration Statement, Statement (including all exhibits, any Statutory Prospectus, the Final exhibits thereto) and Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Underwriters may reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documentsrequest. (f) The Company will use its reasonable best 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 as the Representative Underwriters reasonably designates request and will continue such qualifications in effect so long as required for the distribution of the Offered Securities, provided that the Company will shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance For a period of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 60 days after the First Closing Date, 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 1933 Act (other than a registration statement on Form S-8) relating to, any debt additional shares of the Securities or securities issued convertible into or guaranteed by exchangeable or exercisable for any shares of the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securitiesSecurities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under Underwriters, except grants of stock options, restricted stock or other stock-based awards pursuant to the credit facilities existing terms of the Company's 2004 Omnibus Incentive Plan or any similar plan, issuances of Securities pursuant to the exercise of such awards or the exercise of any other awards outstanding on the date hereof or secured financings issuances of accounts receivables and inventorySecurities pursuant to the Company's dividend reinvestment plan. (jh) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate agrees with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, several Underwriters that if the Company can no longer maintain such listing, the Company will use pay all reasonable commercial efforts expenses incident to obtain the performance of the obligations of the Company under this Agreement (including, without limitation, fees of the Company's counsel, accounting fees and maintain fees related to the listing of the Offered Securities on another recognized stock exchange. the New York Stock Exchange), for any filing fees and other expenses (lincluding fees and disbursements of counsel) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division in connection with qualification of the McGraw HillOffered Securities for sale under the laws of such jurisdictions as the Underwriters designate and the printing of memoranda relating thereto, Inc. for any 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 and for expenses incurred in distributing preliminary prospectuses and the Prospectus (“S&P”), including any amendments and Mxxxx’x Investors Service Inc. (“Moody’s”supplements thereto) to provide and/or confirm their respective credit ratings of the SecuritiesUnderwriters. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (a) The Company has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2424(b) (2) (or, if applicable and if consented to by the RepresentativeRepresentatives, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Representatives promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Representatives promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Representatives of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (d) As soon as practicable, but not later than June 3016 months, 2008after the date of this 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 Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and satisfying (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably requestsRepresentatives request. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) 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 as the Representative reasonably designates Representatives designate and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) During the period of five years hereafter, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, 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 will furnish to the Representatives and, upon request, to each of the other Underwriters (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 the Representatives may reasonably request other than documents filed and available on the SEC XXXXX system. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Representatives designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus preliminary prospectuses, preliminary prospectus supplements and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date For a period of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Datedate of this Agreement, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any debt additional shares of its Common Stock or securities issued convertible into or guaranteed by exchangeable or exercisable for shares of Common Stock of the Company and having a maturity or warrants or other rights to purchase shares of more than one year from Common Stock of the date of issue, or any options or derivatives in respect of such debt securitiesCompany, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of Xxxxxx except grants of employee stock options pursuant to the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing terms of a plan in effect on the date hereof and issuances of Common Stock pursuant to the exercise of such options, preferred stock or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters warrants outstanding on the creation, issuance and sale of the Securities and on the execution and delivery date 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters Underwriter that it will furnish to counsel for the Underwriter, one signed copy of the registration statement relating to the Firm Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with the offering of Firm Securities: (a) The Company has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representative, subparagraph (5)or Rule 424(b)(5) not later than the second business day following the earlier of the date it is first used or the execution and delivery of the this Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Firm Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any the Underwriter or any dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativeUnderwriter’s consent to, nor the Underwriters’ Underwriter’s delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 9 hereof. (d) As soon as practicable, but not later than June 30, 2008the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement (which need not be audited) covering a period of at least 12 months beginning after the effective date of this Agreement and satisfying the registration statement relating to the Firm Securities, which will satisfy the provisions of Section 11(a) of the Act and Rule 158. (e) The Company will furnish to Act. For the Representative copies purpose of the Registration Statementpreceding sentence, including all exhibits, any Statutory Prospectus, “Availability Date” means the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as 45th day after the Representative reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification end of the Securities for sale and fourth fiscal quarter following the determination of their eligibility for investment under fiscal quarter that includes such effective date, except that, if such fourth quarter is the laws of such jurisdictions as the Representative reasonably designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction. (g) The Company agrees to pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses last quarter of the Company’s legal advisors; (ii) fiscal year, “Availability Date” means the fees, disbursements and expenses of 90th day after the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Securities for sale under the laws end of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriterfourth fiscal quarter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (a) The Company has filed or will file each Statutory Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the Representative, subparagraph (5), such consent not to be unreasonably withheld or delayed) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement. The Company has complied will also prepare a final term sheet, containing solely the terms of the Offered Securities, substantially in the form set out in Schedule C, and will comply file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule and file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433433(d) under the Act. (b) The Company will promptly advise the Representative Underwriters promptly of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Representative a reasonable opportunity to comment on not undertake any such amendment or supplementsupplement if the Underwriters reasonably object in writing thereto; and the Company will also advise the Representative Underwriters promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered (whether physically or through compliance with Rule 172 under the Act Act) in connection with sales by the Underwriters or any Underwriter or dealer, any event occurs as a result of which the Final Prospectus Prospectus, as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Underwriters of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without Neither the Underwriters’ consent. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 6 hereof. (d) As soon as practicable, but not later than June 3016 months, 2008after the date of this Agreement, the Company will make generally available to its securityholders security holders 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 Offered Securities, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and satisfying (iii) the date of the Company’s most recent Annual Report on Form 10-K filed with the Commission prior to the date of this Agreement, which will satisfy the provisions of Section 11(a) of the Act and Rule 158Act. (e) The Company will furnish to the Representative Underwriters copies of the Registration Statement, Statement in the form it became effective (including all exhibits) and of all amendments thereto, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by the Underwriters or any dealer, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably requestsUnderwriters request. The Prospectus shall be so furnished on or prior to 3:00 p.m., New York time, on the business day following the execution and delivery of this Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) 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 as the Representative reasonably designates Underwriters designate and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental to the performance of its obligations under this Agreement and each of the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing of this Agreement, the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus preliminary prospectuses, preliminary prospectus supplements and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse ; provided, however, that the Underwriters (acting collectively) will reimburse the Company for up to the extent $ of expenses incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters the performance of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by under this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company For a period 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After 60 days after the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Datethis Agreement, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement any U.S. dollar-denominated debt securities registered under the Securities Act relating toor eligible for trading pursuant to Rule 144A, any debt securities issued or guaranteed by the Company or its subsidiaries and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall the Company may offer and sell one or more series of senior notes, the proceeds of which are used to repurchase or redeem outstanding senior notes of the Company. (i) Before using, authorizing, approving or referring to any written communication that constitutes an offer to sell or a solicitation to buy the Offered Securities (other than the General Disclosure Package), the Company will furnish to the Underwriters and counsel for the Underwriters a copy of such written communication for review and will not prohibit borrowings under use, authorize, approve or refer to any such written communication to which the credit facilities existing on the date hereof or secured financings of accounts receivables and inventoryRepresentative reasonably objects. (j) The Company will indemnify apply the net proceeds of the offering and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate manner consistent with the Companydescription contained in the General Disclosure Package under the caption “Use of Proceeds”. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several Underwriters that: (a) The Company has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2subparagraph (2) (or, if applicable and consented to by the Representativeapplicable, subparagraph (5)) of Rule 424(b) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to review and comment on any upon such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the a Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof6. (d) As soon as practicable, but not later than June 3016 months, 2008after 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 this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including Statement (two of which will be signed and will include all exhibits), any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative reasonably Lead Underwriter requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of the execution and delivery of the Terms Agreement. All other documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) 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 as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will shall not be required to qualify as a foreign corporation or to file a general consent to the service of process in under the laws of any such jurisdictionstate (except service of process with respect to the offering and sale of the Offered Securities) or subject itself to any taxation in respect of doing business. (g) During the period of two years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, 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 will furnish to the Representatives 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. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement), the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters designate Lead Underwriter designates and the printing of memoranda relating thereto, costs for the filing fee incident to, and expenses related the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the National Association of Securities Deals Dealers, Inc. of the Offered Securities; (ix) , for any fees charged by investment rating agencies for the rating travel expenses of the Securities; Company's officers and (x) employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities and for expenses incurred in distributing the Preliminary Prospectus preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters of the Securities from the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After the date of the initial offering of the Securities by the Underwriters and until the day which is 90 days after the Closing Date, 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 debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or any options or derivatives in respect of such debt securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings under the credit facilities existing on the date hereof or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of Franceissue tax, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance issue and sale of the Offered Securities and on the execution and delivery of the Terms Agreement (including the provisions 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 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. If such withholding or deduction . (j) For a period of tax is due90 days after the date of the initial public offering of any Offered Securities, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required offer, sell, contract to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding sell, pledge or deduction of tax had that Underwriter complied with its obligations to cooperate otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional ordinary shares or securities convertible into or exchangeable or exercisable for any ordinary shares, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Lead Underwriter, other than (x) issuances of ordinary shares, options, or other securities or rights pursuant to any employee or director compensation, options, savings, benefit or other plan of the Company, (y) any issuance upon exercise, conversion or exchange of any securities or obligations outstanding on the date hereof and (z) any issuances of equity securities as consideration for an acquisition. (k) The Company will use its reasonable best efforts to have provide to shareholders the Securities admitted information required by shareholders to trading on complete their U.S. income tax returns in the Euro MTF Market manner specified in the Prospectus and, to that end, to (i) send a letter shortly after the end of each fiscal year asking each corporate policyholder to represent whether the insured or any director or officer of the Luxembourg Stock Exchange and insured was a U.S. shareholder of the Company, within the meaning of Section 953(c)(1)(A) of the Internal Revenue Code of 1986 (the "Code"), or related to a U.S. shareholder of the Company at any time during the preceding 12 months or to use another method which the Company reasonably believes will maintain such listing as long as the Securities are outstandingelicit similar information; provided, however, that (ii) if the gross "related person insurance income" ("RPII") of either of the Insurance Subsidiaries for any fiscal year is 20% or more of such Insurance Subsidiary's gross insurance income within the meaning of Section 953(c)(3)(B) of the Code, send a letter shortly after the end of such fiscal year to all record owners (other than The Depository Trust Company can no longer maintain such listing("DTC") and DTC participants) asking them to notify the Company's transfer agent (on a form attached to the letter) within 30 days of the percentage of shares held by them that are beneficially owned by U.S. persons, the Company will use all reasonable commercial efforts to obtain percentage that are beneficially owned by non-U.S. persons, and maintain the listing percentage for which beneficial ownership is not known; and (iii) if the gross RPII of either of the Securities on another recognized stock exchange. (lInsurance Subsidiaries for any fiscal year is 20% or more of such Insurance Subsidiary's gross insurance income within the meaning of Section 953(c)(3)(B) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw HillCode, Inc. (“S&P”A) prepare IRS Form 5471 (or any successor form) with all Insurance Subsidiary information and (B) as soon as practicable after the end of such fiscal year, send copies of Form 5471 and a letter instructing U.S. shareholders how to complete Form 5471 to all record owners (other than DTC and DTC participants), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the RepresentativeLead Underwriter’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 5 hereof. (d) As soon as practicable, but not later than June 3016 months, 2008after 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 this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and (if the Offered Securities are debt securities or preferred stock) the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, 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 will furnish to the Representatives (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 the Lead Underwriter may reasonably request. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement), the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale and (if the Offered Securities are debt securities or preferred stock) any determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating thereto, costs and expenses related to the review by the National Association of Securities Deals Inc. of the Securities; (ix) for any fees charged by investment rating agencies for the rating of the Offered Securities (if they are debt securities or preferred stock), for any applicable filing fee incident to, the review by the National Association of Securities Dealers, Inc. of the Registered Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including , for any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of Registered Securities and for expenses incurred in distributing the Securities from Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After The Company will use the date net proceeds received by it from the sale of the initial offering Offered Securities in the manner specified in the Prospectus under “Use of Proceeds.” (j) The Company will furnish such information, execute such instruments and take such action as may be required to qualify the Offered Securities for sale under the laws of such jurisdictions as the Lead Underwriter may designate and will maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (k) If the Offered Securities by the Underwriters and until the day which is 90 days after the Closing Dateare debt securities or preferred stock, 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 to 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, issue (if the Offered Securities are debt securities) or any options series of preferred stock issued or derivatives in respect of such debt securitiesguaranteed by the Company (if the Offered Securities are preferred stock), or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall 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. (l) If the Offered Securities are Common Stock or are convertible into Common Stock, the Company will not prohibit borrowings offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the credit facilities existing Act relating to, any additional shares of its Common Stock or securities convertible into or exchangeable or exercisable for any shares of its Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior 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, except issuances of Common Stock 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 of the Terms Agreement, grants of employee stock options or secured financings Common Stock pursuant to the terms of accounts receivables a plan in effect on the date of the Terms Agreement, issuances of Common Stock pursuant to the exercise of such options or grants of Common Stock under such plans, or issuances of Common Stock pursuant to the Company’s dividend reinvestment plan. The Terms Agreement with respect to any particular Offered Securities may also require a similar agreement from the Company’s executive officers and inventorydirectors. (jm) The Company will indemnify and hold harmless If the Underwriters against any documentary, stamp or similar issuance tax that may be imposed by the United States, Luxembourg, the United Kingdom or the Republic of France, including any interest and penalties, that may be payable by the Underwriters on the creation, issuance and sale of the 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made to the Underwriter without a withholding or deduction of tax had that Underwriter complied with its obligations to cooperate with the Company. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Offered Securities are outstanding; provided, however, that if the Company can no longer maintain such listingCommon Stock or are convertible into Common Stock, the Company will use all reasonable commercial its best efforts to obtain and maintain list, subject to notice of issuance, the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive Common Stock on the taxation of savings incomeNew York Stock Exchange. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

Certain Agreements of the Company. The Company agrees with the several 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 has filed or will file each Statutory the Prospectus (including with the Final Prospectus) Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and if consented to by the RepresentativeLead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this the Terms Agreement. The Company has complied and will comply with Rule 433. (b) The Company will promptly advise the Representative Lead Underwriter promptly of any proposal to amend or supplement the Registration Statement or any Statutory the Prospectus at any time and will offer afford the Representative Lead Underwriter a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representative Lead Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, part thereof and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, and to obtain as soon as possible the withdrawal thereofits lifting, if issued. (c) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company promptly will promptly notify the Representative Lead Underwriter of such event and will promptly prepare and file with the Commission and furnishCommission, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company will advise the Underwriters promptly of any proposal to amend or supplement the Registration Statement or supplement the Final Prospectus and will not effect such amendment or supplementation without the Underwriters’ consent. Neither the Representative’s Lead Underwriter's consent to, nor the Underwriters’ ' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof5. (d) As soon as practicable, but not later than June 3016 months, 2008after the date of each Terms Agreement, the Company will make generally available to its securityholders security holders an earnings statement covering a period of at least 12 months beginning after the later of (i) the effective date of this 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 satisfying (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 and Rule 158Act. (e) The Company will furnish to the Representative Representatives copies of the Registration Statement, including all exhibits, any Statutory Prospectusrelated preliminary prospectus, any related preliminary prospectus supplement, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative Lead Underwriter reasonably requests. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. (f) The Company will arrange for the qualification of the Offered Securities for sale and [if the Offered Securities are debt securities or preferred stock] the determination of their eligibility for investment under the laws of such jurisdictions as the Representative reasonably Lead Underwriter designates and will continue such qualifications in effect so long as required for the distribution provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdictiondistribution. (g) During the period of five years after the date of any Terms Agreement, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, if any, 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 will furnish to the Representatives (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. (h) The Company agrees to will pay all expenses (together with VAT, where applicable) incidental incident to the performance of its obligations under this the Terms Agreement and each of (including the Indentures, including, subject to receipt of sufficiently itemized accounts (i) the fees, disbursements and expenses of the Company’s legal advisors; (ii) the fees, disbursements and expenses of the Company’s accountants; (iii) the fees, disbursements and expenses of the Underwriters’ legal advisors, Cravath, Swaine & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx; (iv) the fees and expenses of the Trustee or any paying agent and their respective professional advisors; (v) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Securities, the preparation and printing provisions of this Agreement), the Securities, the Supplemental Indenture and the New Indenture, the Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Securities; (vi) the cost of listing the Securities and qualifying the Securities for trading on the Euro MTF Market of the Luxembourg Stock Exchange and any expenses incidental thereto, including those of the Luxembourg listing agent; (vii) the cost of any advertising approved by the Company in connection with the issue of the Securities; (viii) any filing fees and or other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Registered Securities for sale [if the Offered Securities are debt securities or preferred stock] any determination of their eligibility for investment under the laws of such jurisdictions in Europe, the United States and Canada as the Underwriters Lead Underwriter may designate and the printing of memoranda relating theretothereto [if they are debt securities or preferred stock], costs for any applicable filing fee incident to, and expenses related to the reasonable fees and disbursements of counsel for the Underwriters in connection with, the review by the National Association of Securities Deals Dealers, Inc. of the Registered Securities; (ix) , for any fees charged by investment rating agencies for the rating of the Securities; and (x) expenses incurred in distributing the Preliminary Prospectus and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Company agrees to pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the Company’s 's officers and employees and any other reasonable expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective Underwriters purchasers of Registered Securities and for expenses incurred in distributing the Securities from Prospectus, any preliminary prospectuses, any preliminary prospectus supplements or any other amendments or supplements to the Prospectus to the Underwriters. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because this Agreement is terminated or because of any failure, refusal or inability on the part of the Company to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other than solely by reason of a default by an Underwriter on its obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Company agrees to promptly reimburse the Underwriters upon demand for all reasonable out-of-pocket expenses (including reasonable fees, disbursements and charges of Cravath, Sxxxxx & Mxxxx LLP, Bxxxxxx Xxxxx Bxxxx and Bxxxxx Xxxx, the Underwriters’ legal advisors) that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Securities. The Company shall not be liable to the Underwriters for loss of contemplated profits from the transactions covered by this Agreement. Other than as set forth in this Section 5(h) each of the parties hereto shall bear all out-of-pocket costs and expenses incurred by them. In addition to the foregoing, the Company will also pay the expenses of the Qualified Independent Underwriter. (h) In connection with the offering, until the Underwriters shall have notified the Company 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 they nor any of their affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Securities. (i) After [If the date of the initial offering of the Offered Securities by the Underwriters and until the day which is 90 days after the Closing Date, the are debt securities or preferred stock] 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 debt additional shares of its Common Stock or securities issued convertible into or guaranteed by the Company and having a maturity exchangeable or exercisable for any shares of more than one year from the date of issue, or any options or derivatives in respect of such debt securitiesits Common Stock, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representative; provided that this provision shall not prohibit borrowings 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 credit facilities existing Terms Agreement except issuances of Common Stock 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 or secured financings of accounts receivables and inventory. (j) The Company will indemnify and hold harmless the Underwriters against any documentaryTerms Agreement, stamp or similar issuance tax that may be imposed by grants of employee stock options pursuant to the United States, Luxembourg, the United Kingdom or the Republic terms of France, including any interest and penalties, that may be payable by the Underwriters a plan in effect on the creation, issuance and sale date of the Securities and on the execution and delivery Terms Agreement, issuances 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 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. If such withholding or deduction of tax is due, the Underwriters and the Company shall promptly co-operate in completing any procedural formalities necessary for the Company to avoid such withholding or deduction of tax. The Company will not be required to pay such additional amounts to a Underwriter if the Company is able to demonstrate that the payment of additional amounts could have been made Common Stock pursuant to the Underwriter without a withholding exercise of such options or deduction issuances of tax had that Underwriter complied with its obligations Common Stock pursuant to cooperate with the Company's dividend reinvestment plan. (k) The Company will use its reasonable best efforts to have the Securities admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and will maintain such listing as long as the Securities are outstanding; provided, however, that if the Company can no longer maintain such listing, the Company will use all reasonable commercial efforts to obtain and maintain the listing of the Securities on another recognized stock exchange. (l) The Company shall take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of the McGraw Hill, Inc. (“S&P”), and Mxxxx’x Investors Service Inc. (“Moody’s”) to provide and/or confirm their respective credit ratings of the Securities. (m) The Company will cooperate with the Underwriters and use its reasonable best endeavours to permit the Securities to be eligible for clearance and settlement through DTC, including preparation and filing with DTC of a Letter of Representations signed by the Company. (n) The Company undertakes that, since the provisions of the EU Directive 2003/48/EC dated 3 June 2003 have been implemented with effect from July 1, 2005, it will use its best endeavours to ensure that the Company maintains a paying agent in a European Union member state that will not be obligated to withhold or deduct tax pursuant to such European Union Directive on the taxation of savings income. (o) The Company will use its reasonable best endeavours to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.