Exhibit 1.1
UNDERWRITING
AGREEMENT
July 7, 2022
BOFA SECURITIES, INC.
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
HSBC SECURITIES (USA) INC.
X.X. XXXXXX SECURITIES LLC
As Representatives
of the several Underwriters
c/o BOFA SECURITIES, INC.
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o CITIGROUP GLOBAL MARKETS INC.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o DEUTSCHE BANK SECURITIES INC.
0 Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o HSBC SECURITIES (USA) INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o X.X XXXXXX SECURITIES LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Introductory.
Celanese US Holdings LLC, a Delaware limited liability company (the “Company”),
a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “Parent Guarantor”), proposes to issue
and sell to the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom BofA Securities, Inc.
(“BofA”), Citigroup Global Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“Deutsche
Bank”), HSBC Securities (USA) Inc. (“HSBC”) and X.X Xxxxxx Securities LLC (“JPMorgan”)
are acting as representatives (the “Representatives”), (i) $2,000 million aggregate principal amount of the Company’s
5.900% Senior Notes due 2024 (the “2024 Notes”), (ii) $1,750 million aggregate principal amount of the Company’s
6.050% Senior Notes due 2025 (the “2025 Notes”), (iii) $2,000 million aggregate principal amount of the Company’s
6.165% Senior Notes due 2027 (the “2027 Notes”), (iv) $750 million aggregate principal amount of the Company’s
6.330% Senior Notes due 2029 (the “2029 Notes”) and (v) $1,000 million aggregate principal amount of the Company’s
6.379% Senior Notes due 2032 (the “2032 Notes” and, together with the 2024 Notes, 2025 Notes, 2027 Notes and the 2029
Notes, the “Notes”).
The Company intends to use the net proceeds
from the issuance and sale of the Securities (as defined below), together with borrowings under the Term Loan Facility, the net proceeds
of the concurrent euro notes offering described in the Disclosure Package (as defined below) or other debt financing, available borrowings
under the Company’s revolving credit facility and cash on hand to fund the purchase price of the pending acquisition by the Parent
Guarantor of the majority of the Mobility & Materials business (the “Acquired Business”) of DuPont de Nemours
Inc. (“DuPont”), pursuant to that certain Transaction Agreement dated as of February 17, 2022 (as it may be amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”),
among the Parent Guarantor, DuPont and DuPont E&I Holding, Inc. The term “Acquisition” as used herein shall
refer to each of the transactions contemplated by the Acquisition Agreement.
The Securities will be issued pursuant
to an indenture, dated as of May 6, 2011 (the “Base Indenture”), among the Company, the Guarantors (as defined
below) and Computershare Trust Company, N.A. (as successor trustee to Xxxxx Fargo Bank, National Association), as trustee (the “Base
Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to the Base Indenture,
to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” and, together
with the Base Indenture, the “Indenture”), among the Company, the Guarantors, the Base Trustee and U.S. Bank, National
Association, as series trustee for the Notes (the “Trustee”). The Notes will be issued only in book-entry form in
the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter
of representations, dated September 16, 2010 (the “DTC Agreement”), among the Company and the Depositary.
Subject to the terms and conditions
of the Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed
(the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the
subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent
Guarantor, the “Guarantors”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”
SECTION 1. Representations
and Warranties. Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and covenants to each
Underwriter (it being understood and agreed that whenever reference is made to the subsidiaries of the Parent Guarantor in this Agreement,
such phrase will be understood to refer to and include (i) the subsidiaries of the Parent Guarantor and (ii) except as expressly
stated herein, the Acquired Business, and shall be to the knowledge of the Parent Guarantor and the Company with respect to the Acquired
Business) that, as of the date hereof and as of the Closing Date:
(a) Registration
Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (File No. 333-236294), which contains a base prospectus (the “Base Prospectus”),
to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the
financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required
information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B or 430C under the Securities Act or the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange
Act”), is called the “Registration Statement.” Any preliminary prospectus supplement relating to the Securities
that is filed with the Commission pursuant to Rule 424(b) of the Securities Act, together with the Base Prospectus, is hereafter
called a “Preliminary Prospectus.” The term “Prospectus” shall mean the final prospectus supplement
relating to the Securities that is first filed pursuant to Rule 424(b) of the Securities Act after the date and time that this
Agreement is executed and delivered by the parties hereto, including the Base Prospectus. Any reference herein to the Registration Statement,
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus,
as the case may be, under the Exchange Act, and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may
be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the
Parent Guarantor filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement.
(b) Compliance
with Registration Requirements. The Parent Guarantor and the Company meet the requirements for use of Form S-3 under the Securities
Act. The Registration Statement has become effective upon filing with the Commission under the Securities Act. No stop order suspending
the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending
the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to
Section 8A of the Securities Act have been instituted or are pending or, to the best knowledge of the Company, are contemplated
or threatened by the Commission. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended,
and the rules and regulations promulgated thereunder (the “Trust Indenture Act”).
Each of
the Preliminary Prospectus and the Prospectus when filed complied in all material respects with the Securities Act. Each of the Registration
Statement and any post-effective amendment thereto, at each time of effectiveness, at the date hereof and at the Closing Date, complied
and will comply in all material respects with the Securities Act and the Trust Indenture Act and did not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading. The Prospectus, as amended or supplemented, as of its date, at the time of any filing pursuant to Rule 424(b) of
the Securities Act and at the Closing Date, did not and will not contain 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 under which they were made, not misleading.
The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from
the Registration Statement or any post-effective amendment thereto, or the Preliminary Prospectus or the Prospectus, or any amendments
or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company
in writing by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished
by the Representatives consists of the information described as such in Section 7(b) hereof.
The documents
incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, when they were filed with the Commission
conformed in all material respects to the requirements of the Exchange Act. Any further documents so filed and incorporated by reference
in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents
are filed with the Commission will conform in all material respects to the requirements of the Exchange Act. All documents incorporated
or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, as of their respective
dates, when taken together with the other information in the Disclosure Package, at the Applicable Time and, when taken together with
the other information in the Prospectus, at the Closing Date, did not or will not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(c) Well-Known
Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by
post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of
prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of
Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163
of the Securities Act, and (iv) at the Applicable Time (with such date and time being used as the determination date for
purposes of this clause (iv)), the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the
Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405
of the Securities Act that has been filed with the Commission not earlier than three years prior to the Closing Date; the Company
has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the
automatic shelf registration statement form; and the Company has not otherwise ceased to be eligible to use the automatic shelf
registration form.
(d) The
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, if any, as
amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer
Free Writing Prospectus”), if any, identified in Schedule C hereto, (iii) any other free writing prospectus that the parties
hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined
herein), which also shall be identified in Schedule C hereto. As of 4:59 p.m. (New York City time) on the date of this Agreement
(the “Applicable Time”), the Disclosure Package did not contain 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 under which they were made,
not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the
Disclosure Package based upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives
expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the
information described as such in Section 7(b) hereof.
(e) Company
Not Ineligible Issuer. (i) At the earliest time after the filing of the Registration Statement relating to the Securities that
the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities
Act) and (ii) as of the Applicable Time (with such date being used as the determination date for purposes of this clause (ii)),
the Company was not and is not an “ineligible issuer” (as defined in Rule 405 of the Securities Act), without taking
account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company
be considered an “ineligible issuer.”
(f) Issuer
Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion
of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives
as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict
with the information contained in the Registration Statement, the Disclosure Package or the Prospectus. If at any time following issuance
of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus
conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus,
the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly
amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing
Prospectus not identified on Schedule C hereto, when taken together with the Disclosure Package, did not, and at the Closing Date will
not, contain 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 under which they were made, not misleading. The foregoing three sentences do not apply to statements
in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company
by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
(g) Distribution
of Offering Material by the Company and the Guarantors. Neither the Company nor any Guarantor has distributed or will distribute,
prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material
in connection with the offering and sale of the Securities other than the Preliminary Prospectus, the Prospectus and any Issuer Free
Writing Prospectus reviewed and consented to by the Representatives.
(h) No
Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any
equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement,
except for such rights as have been duly waived.
(i) The
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors and is
a valid and binding agreement of the Company and the Guarantors.
(j) The
DTC Agreement. The DTC Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable
principles.
(k) Authorization
of the Notes and the Guarantees. The Notes to be purchased by the Underwriters from the Company will on the Closing Date be in
the form contemplated by the Indenture, will have been duly authorized for issuance and sale pursuant to this Agreement and the
Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for
in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of
creditors or by general equitable principles and will be entitled to the benefits of the Indenture. The Guarantees of the Notes on
the Closing Date will be in the respective forms contemplated by the Indenture and will have been duly authorized pursuant to this
Agreement and the Indenture; the Guarantees of the Notes, at the Closing Date, will have been duly executed by each of the
Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against
payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding agreements of the Guarantors,
enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by
general equitable principles and will be entitled to the benefits of the Indenture.
(l) Authorization
of the Indenture. The Indenture has been duly authorized by the Company and the Guarantors and, at the Closing Date, will have been
duly executed and delivered by the Company and the Guarantors and will constitute a valid and binding agreement of the Company and the
Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies
of creditors or by general equitable principles.
(m) Description
of the Securities and the Indenture. The Securities and the Indenture will conform in all material respects to the respective statements
relating thereto contained in the Disclosure Package and the Prospectus under the captions “Description of the Notes” and
“Description of Debt Securities and Guarantees.”
(n) No
Material Adverse Change. Except as otherwise disclosed in the Disclosure Package and the Prospectus
(exclusive of any amendment or supplement thereto), subsequent to the respective dates as of which information is given in the Prospectus
(exclusive of any amendment or supplement thereto), (i) there has been no material adverse change, or any development that could
reasonably be expected to result in a material adverse change, in the financial condition, or in the earnings, prospects, business or
operations, whether or not arising from transactions in the ordinary course of business, of the Parent Guarantor and its subsidiaries,
considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Parent Guarantor and
its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not
in the ordinary course of business or entered into any material transaction or agreement not in the ordinary course of business; and
(iii) there has been no dividend or distribution of any kind declared, paid or made by the Parent Guarantor or, except for dividends
paid to the Parent Guarantor or any of its other subsidiaries, by any of its subsidiaries on any class of capital stock or repurchase
or redemption by the Parent Guarantor or any of its subsidiaries of any class of capital stock.
(o) Independent
Accountants. (i) KPMG LLP, which expressed its opinion with respect to the consolidated financial statements (which term as
used in this Agreement includes the related notes thereto) included in the December 31, 2021 Annual Report on Form 10-K of
the Parent Guarantor filed with the Commission and incorporated by reference in the Registration Statement, the Disclosure Package and
the Prospectus, is an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the
rules of the Public Company Accounting Oversight Board, and any non-audit services provided by KPMG LLP or any KPMG non-U.S. member
firm affiliate to the Parent Guarantor or any of its subsidiaries have been approved by the Audit Committee of the Board of Directors
of the Parent Guarantor; (ii) PricewaterhouseCoopers LLP, which expressed its opinion with respect to the historical financial statements
of the Acquired Business, included in the June 27, 2022 Current Report on Form 8-K of the Parent Guarantor filed with the Commission
and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, is an independent registered
public accounting firm within the meaning of the Securities Act, the Exchange Act and the rules of the Public Company Accounting
Oversight Board.
(p) Preparation
of the Financial Statements. The consolidated financial statements of the Acquired Business and the Parent Guarantor, each together
with the related schedules and notes, filed with the Commission as part of or incorporated by reference in the Registration Statement
and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly the consolidated financial position
of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods
specified. Such consolidated financial statements have been prepared in conformity with generally accepted accounting principles as applied
in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly
stated in the related notes thereto. The financial data set forth in the Disclosure Package and the Prospectus under the caption “Capitalization”
presents fairly the information set forth therein on a basis consistent with that of the audited financial statements contained in the
Registration Statement, except that any non-GAAP financial measures included under such captions have not been presented in accordance
with GAAP. The pro forma financial information and the related notes thereto included or incorporated by reference in the Disclosure
Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma
financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth or incorporated
by reference in the Disclosure Package and Prospectus. The statistical and market-related data and forward-looking statements included
in the Disclosure Package and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate
in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package
and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission's
rules and guidelines applicable thereto.
(q) Incorporation
and Good Standing of the Company and the Guarantors. Each of the Company and the Guarantors has been duly incorporated or
formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in
good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate, partnership or
limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business
as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under each of this
Agreement, the DTC Agreement, the Securities and the Indenture, as applicable. Each of the Company and the Guarantors is duly
qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in
good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership
or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good
standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital
stock or other ownership interest of each of the Company and the Guarantors (other than the Parent Guarantor) has been duly
authorized and validly issued, is fully paid and nonassessable and, in the case of the Company and the Guarantors, is owned by the
Parent Guarantor, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or
claim, except as disclosed in the Disclosure Package and the Prospectus. The Parent Guarantor does not own or control, directly or
indirectly, any corporation, association or other entity that would be required to be listed in Exhibit 21 to an Annual Report
on Form 10-K of the Parent Guarantor, other than those listed in Exhibit 21.1 to the Parent Guarantor’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021.
(r) Capitalization
and Other Capital Stock Matters. At March 31, 2022, on a consolidated basis, after giving pro forma effect to the issuance and
sale of the Securities pursuant hereto and the Acquisition, the Parent Guarantor would have an authorized and outstanding capitalization
as set forth in the Disclosure Package and Prospectus under the caption “Capitalization” (other than for subsequent share
repurchases pursuant to Rule 10b-18 of the Exchange Act and subsequent issuances of capital stock, if any, pursuant to employee
benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in
the Disclosure Package and the Prospectus). All of the outstanding shares of common stock of the Parent Guarantor (the “Common
Stock”) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with
federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights,
rights of first refusal or other similar rights to subscribe for or purchase securities of Parent Guarantor.
(s) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Parent Guarantor nor any of its subsidiaries
is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice
or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note,
contract, franchise, lease or other instrument to which the Parent Guarantor or any of its subsidiaries is a party or by which it or
any of them may be bound (including, without limitation, (i) that certain Credit Agreement, dated as of March 18, 2022,
by and among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., certain subsidiaries of Celanese US Holdings LLC from
time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as administrative agent,
a swing line lender and an L/C issuer, and the other financial institutions party thereto and (ii) that certain Term Loan Credit
Agreement, dated as of March 18, 2022 (the “Term Loan Facility”), by and among Celanese Corporation, Celanese
US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time
to time party thereto, Bank of America, N.A., as administrative agent, a swing line lender and an L/C issuer and the other financial
institutions parties thereto), or to which any of the property or assets of the Parent Guarantor or any of its subsidiaries is subject
(each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually
or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of this Agreement, the DTC Agreement
and the Indenture by the Company and the Guarantors, as applicable, and the issuance and delivery of the Securities, and consummation
of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus (i) have been duly authorized
by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive
document of the Company or any Guarantor, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment
Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Parent Guarantor or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing
Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate,
result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative
or court decree applicable to the Parent Guarantor or any subsidiary, except for such violations as would not, individually or in the
aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with,
any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of this Agreement,
the DTC Agreement or the Indenture by the Company and the Guarantors, or the issuance and delivery of the Securities, or consummation
of the transactions contemplated hereby and thereby and by the Disclosure Package and the Prospectus, except such as have been obtained
or made by the Company and are in full force and effect. As used herein, a “Debt Repayment Triggering Event” means
any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other
evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Parent Guarantor or any of its subsidiaries.
(t) No
Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or
governmental actions, suits or proceedings pending or, to the best of the Parent Guarantor’s or the Company’s knowledge,
threatened (i) against or affecting the Parent Guarantor or any of its subsidiaries or (ii) which has as the subject thereof
any property owned or leased by, the Parent Guarantor or any of its subsidiaries and that, with respect to any such action, suit or proceeding,
if determined adversely to the Parent Guarantor or such subsidiary would result in a Material Adverse Change or adversely affect the
consummation of the transactions contemplated by this Agreement.
(u) Intellectual
Property Rights. To the knowledge of the Parent Guarantor, the Parent Guarantor and its subsidiaries own or possess sufficient trademarks,
trade names, patent rights, copyrights, trade secrets, licenses of the foregoing and other similar rights (collectively, “Intellectual
Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of
such Intellectual Property Rights would not result in a Material Adverse Change. Neither the Parent Guarantor nor any of its subsidiaries
has received any notice of infringement or conflict with asserted Intellectual Property Rights of others (other than any such notice
received more than one year before the date hereof with respect to which no action has been taken during such one (1) year period
to the Parent Guarantor’s knowledge), which infringement or conflict, if the subject of an unfavorable decision, would result in
a Material Adverse Change.
(v) Cyber
Security; Data Protection. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Change, the Parent Guarantor and its subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate
for, and operate and perform in all material respects as required in connection with the operation of the business of the Parent
Guarantor and its subsidiaries as currently conducted. The Parent Guarantor and its subsidiaries have implemented and maintained
commercially reasonable controls, policies, procedures, and safeguards to maintain and protect the integrity, continuous operation,
redundancy and security of all IT Systems and data processed or stored in connection with their businesses, including all personal,
personally identifiable, sensitive, confidential or regulated information and data (“Protected Data”). There have
been no breaches, violations, outages, or unauthorized uses of or accesses to the IT Systems and Protected Data, except for those
that have been remedied without material cost or liability or the duty to notify any other person or any such breaches, violations,
outages or unauthorized uses or accesses to the same that would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Change, nor are there any incidents under internal review or investigation relating to the same. The
Parent Guarantor and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments,
orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and
contractual obligations relating to the privacy and security of IT Systems and Protected Data and to the protection of such IT
Systems and Protected Data from unauthorized use, access, misappropriation or modification.
(w) All
Necessary Permits, etc. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Change, (i) the Parent Guarantor and each of its subsidiaries possess such valid and current certificates, authorizations
or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its
properties and to conduct their respective businesses as described in the Disclosure Package and the Prospectus, and (ii) neither
the Parent Guarantor nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance
with, any such certificate, authorization or permit.
(x) Title
to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Parent Guarantor and each of its subsidiaries
has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(p) hereof
(except for any leased properties or assets classified as owned in accordance with GAAP), in each case free and clear of any security
interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Disclosure Package and the
Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with
the use made of such property by the Parent Guarantor or such subsidiary. The real property, improvements, equipment and personal property
held under lease by the Parent Guarantor or any subsidiary are held under valid and enforceable leases, with such exceptions as are not
material and do not materially interfere with the use made of such real property, improvements, equipment or personal property by the
Parent Guarantor or such subsidiary.
(y) Tax
Law Compliance. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) the Parent Guarantor
and each of its consolidated subsidiaries has filed all federal, state, provincial, local and foreign tax returns required to be filed
and has paid all taxes (including taxes payable in the capacity of a withholding agent) required to be paid by it and, if due and payable,
any related or similar assessment, fine or penalty levied against it except as may be being contested in good faith and by appropriate
proceedings, (ii) each of the Parent Guarantor and the Acquired Business has made charges, accruals and reserves in accordance with
GAAP in the applicable financial statements referred to in Section 1(p) hereof in respect of all taxes for all periods as to
which the tax liability of the Parent Guarantor or any of its consolidated subsidiaries or the Acquired Business, as applicable, has
not been finally determined and (iii) there is no deficiency, assessment or other claim made in writing that is due and payable
by the Parent Guarantor or any of its consolidated subsidiaries.
(z) Investment
Company Act of 1940, as Amended. Neither the Company nor any Guarantor is required, and upon the issuance and sale of the Securities
as herein contemplated and the application of the net proceeds therefrom as described in the Disclosure Package and the Prospectus will
not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.
(aa) Insurance.
Each of the Parent Guarantor and its subsidiaries are insured with policies in such amounts and with such deductibles and covering such
risks as are generally deemed adequate and customary for their businesses. The Parent Guarantor has no reason to believe that it or any
subsidiary will not be able (i) to renew its material existing insurance coverage as and when such policies expire or (ii) to
obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and
at a cost that would not result in a Material Adverse Change. Neither the Parent Guarantor nor any subsidiary has been denied any material
insurance coverage which it has sought or for which it has applied.
(bb) No
Price Stabilization or Manipulation. None of the Company or any of the Guarantors has taken or will take, directly or indirectly,
any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Securities.
(cc) Solvency.
The Parent Guarantor and its subsidiaries on a consolidated basis are, and immediately after the Closing Date will be, Solvent. As
used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the
fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of
such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to
pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize
upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does
not have unreasonably small capital.
(dd) Compliance
with Xxxxxxxx-Xxxxx. The Parent Guarantor and its subsidiaries are in compliance in all material respects with the applicable provisions
of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act,” which term, as used herein, includes the rules and
regulations of the Commission promulgated thereunder).
(ee) Accounting
System. The Parent Guarantor and its subsidiaries maintain accounting controls that are designed to provide reasonable
assurances that: (i) transactions are executed in accordance with management’s general or specific authorization;
(ii) transactions are recorded as necessary to permit preparation of consolidated financial statements in conformity with GAAP
and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business
Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus
fairly present the information called for in all material respects and are prepared in accordance with the Commission's
rules and guidelines applicable thereto.
(ff) Disclosure
Controls and Procedures. The Parent Guarantor has established and maintains disclosure controls and procedures (as such term is defined
in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material
information relating to the Parent Guarantor and its subsidiaries (which, for the avoidance of doubt, are not deemed to include the Acquired
Business until the closing of the Acquisition) is made known to the chief executive officer and chief financial officer of the Parent
Guarantor by others within the Parent Guarantor or any of its subsidiaries, as applicable.
(gg) Regulations
T, U, X. Neither the Company nor any Guarantor nor any of their respective subsidiaries nor any agent thereof acting on their behalf
has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Securities to violate
Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.
(hh) Compliance
with and Liability under Environmental Laws. Except as otherwise disclosed in the Disclosure Package and the Prospectus, or except
as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) each of the Parent
Guarantor and its subsidiaries and their respective operations and facilities are in compliance with, and not subject to any known liabilities
under, applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any
permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances
and notices, required for the ownership and operation of the business, properties and facilities of the Parent Guarantor or its subsidiaries
under applicable Environmental Laws; (ii) neither the Parent Guarantor nor any of its subsidiaries has received any written communication,
whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Parent Guarantor or any of its subsidiaries
is in violation of any Environmental Law; (iii) there is no claim, action or cause of action filed with a court or governmental
authority, no investigation with respect to which the Parent Guarantor has received written notice, and no written notice by any person
or entity alleging actual or potential liability on the part of the Parent Guarantor or any of its subsidiaries based on or pursuant
to any Environmental Law pending or, to the best of the Parent Guarantor’s knowledge, threatened against the Parent Guarantor or
any of its subsidiaries or any person or entity whose liability under or pursuant to any Environmental Law the Parent Guarantor or any
of its subsidiaries has retained or assumed either contractually or by operation of law; (iv) neither the Parent Guarantor nor any
of its subsidiaries is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant
to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement
which imposes any obligation or liability under any Environmental Law; (v) no lien, charge, encumbrance or restriction has been
recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Parent Guarantor
or any of its subsidiaries; and (vi) to the best of Parent Guarantor’s knowledge, there are no past or present actions, activities,
circumstances, conditions or occurrences, including, without limitation, the Release or threatened Release of any Hazardous Material,
that could reasonably be expected to result in a violation of or liability under any Environmental Law on the part of the Parent Guarantor
or any of its subsidiaries, including without limitation, any such liability which the Parent Guarantor or any of its subsidiaries has
retained or assumed either contractually or by operation of law.
For purposes of
this Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface
and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means the common
law and all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued,
promulgated or entered thereunder, relating to pollution or protection of the Environment or human health, including without limitation,
those relating to (i) the Release or threatened Release of Hazardous Materials; and (ii) the manufacture, processing, distribution,
use, generation, treatment, storage, transport, handling or recycling of Hazardous Materials. “Hazardous Materials”
means any substance, material, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum
products, defined or regulated under any Environmental Law as hazardous or toxic. “Release” means any release, spill,
emission, discharge, deposit, disposal, leak, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into,
from or through any building, structure or facility of Hazardous Materials.
(ii) ERISA
Compliance. Except as would not, individually or in the aggregate, result in a Material Adverse Change, the Parent Guarantor and
its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 as
amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established
or maintained by the Parent Guarantor, its subsidiaries or their ERISA Affiliates (as defined below) are in compliance with ERISA. “ERISA
Affiliate” means, with respect to the Parent Guarantor or a subsidiary thereof, any member of any group of organizations described
in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes
the regulations and published interpretations thereunder) of which the Parent Guarantor or such subsidiary is a member. Except as would
not, individually or in the aggregate, result in a Material Adverse Change, no “reportable event” (as defined under ERISA)
has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by
the Parent Guarantor, its subsidiaries or any of their ERISA Affiliates. Neither the Parent Guarantor, its subsidiaries nor any of their
ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from (including any liability under Section 4062(e) of ERISA), any “employee benefit plan”
or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Except as would not, individually or in the aggregate, result in a Material
Adverse Change, each “employee benefit plan” established or maintained by the Parent Guarantor, its subsidiaries or any of
their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred,
whether by action or failure to act, which would cause the loss of such qualification.
(jj) Compliance
with Labor Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) there is (A) no
unfair labor practice complaint pending or, to the best of the Parent Guarantor’s knowledge, threatened against the Parent Guarantor
or any of its subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under
collective bargaining agreements pending, or to the best of the Parent Guarantor’s knowledge, threatened, against the Parent Guarantor
or any of its subsidiaries, (B) no strike, labor dispute, slowdown or stoppage pending or, to the best of the Parent Guarantor’s
knowledge, threatened against the Parent Guarantor or any of its subsidiaries and (C) no union representation question existing
with respect to the employees of the Parent Guarantor or any of its subsidiaries and, to the best of the Parent Guarantor’s knowledge,
no union organizing activities taking place and (ii) there has been no violation of any federal, state or local law relating to
discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.
(kk) No
Unlawful Contributions or Other Payments. Neither the Parent Guarantor nor any of its subsidiaries nor, to the knowledge of the Parent
Guarantor, any director, officer, agent, employee or affiliate of the Parent Guarantor or any of its subsidiaries is aware of or has
taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA or the Xxxxxxx Xxx 0000 of the
United Kingdom (the “Bribery Act”), including, without limitation, making use of the mails or any means or instrumentality
of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or
other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as
such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in
contravention of the FCPA or the Bribery Act; and the Parent Guarantor, its subsidiaries and, to the knowledge of the Parent Guarantor,
its affiliates have conducted their businesses in compliance with the FCPA or the Bribery Act and have instituted and maintain and enforced
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
No part of the proceeds of the offering will be used, directly or indirectly, in violation of the FCPA or the Bribery Act, each as may
be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.
“FCPA”
means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.
(ll) No
Conflict with Money Laundering Laws. The operations of the Parent Guarantor and its subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the
“Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Parent Guarantor or any of its subsidiaries with respect to the Money Laundering Laws is pending
or, to the best knowledge of the Parent Guarantor, threatened.
(mm) No
Conflict with Sanctions Laws. None of the Parent Guarantor, any of its subsidiaries or, to the knowledge of the Parent Guarantor,
any director, officer, agent, employee, affiliate or representative of the Parent Guarantor or any of its subsidiaries is an individual
or entity that is currently, or is owned or controlled by individuals or entities that are, the subject or target of any sanctions administered
or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign
Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority
(collectively, “Sanctions”), nor is Parent Guarantor or any of its subsidiaries, except as otherwise disclosed in
the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), located, organized or resident in a country
or territory that is the subject of Sanctions; and neither the Company nor the Parent Guarantor will, directly or indirectly, use the
proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person, (i) to fund or facilitate any activities of or business with any person, or in any country or territory,
that, at the time of such funding or facilitation, is the subject of Sanctions (currently Crimea region of Ukraine, Cuba, Iran,
North Korea, Syria, and the so-called Donetsk Peoples Republic and so-called Luhansk People’s Republic) or (ii) in any other
manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter,
advisor, investor or otherwise) of Sanctions. The Parent Guarantor and its subsidiaries have instituted and maintain policies and procedures
designed to prevent Sanctions violations (by the Parent Guarantor and its subsidiaries and by persons associated with the Parent Guarantor
and its subsidiaries).
Any certificate
signed by an officer of the Company or any Guarantor and delivered to the Underwriters or to counsel for the Underwriters shall be deemed
to be a representation and warranty by the Company or such Guarantor to each Underwriter as to the matters set forth therein.
SECTION 2. Purchase,
Sale and Delivery of the Securities.
(a) The
Securities. Each of the Company and the Guarantors agrees to issue and sell the Securities to the several Underwriters as provided
in this Agreement, and, subject to the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from
the Company (i) the aggregate principal amount of 2024 Notes set forth opposite such underwriter’s name on Schedule A, at
a purchase price of 99.637% of the principal amount thereof, (ii) the aggregate principal amount of 2025 Notes set forth opposite
such underwriter’s name on Schedule A, at a purchase price of 99.593% of the principal amount thereof, (iii) the aggregate
principal amount of 2027 Notes set forth opposite such underwriter’s name on Schedule A, at a purchase price of 99.400% of the
principal amount thereof, (iv) the aggregate principal amount of 2029 Notes set forth opposite such underwriter’s name on
Schedule A, at a purchase price of 99.375% of the principal amount thereof and (v) the aggregate principal amount of 2032 Notes
set forth opposite such underwriter’s name on Schedule A, at a purchase price of 99.350% of the principal amount thereof, in each
case, payable on the Closing Date and on the basis of the representations, warranties and agreements herein contained, and upon the terms
herein set forth.
(b) The
Closing Date. Delivery of certificates for the Notes in global form to be purchased by the Underwriters and payment therefor shall
be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxx Xxxx, Xxx Xxxx, XX 00000
(or such other place as may be agreed to by the Company and the Representatives) at 10:00 a.m. New York City time, on July 14,
2022, or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing
are called the “Closing Date”).
(c) Public
Offering of the Notes. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public,
as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after this Agreement has been
executed by the Representatives as, in their sole judgment, they have determined is advisable and practicable.
(d) Payment
for the Notes. Payment for the Notes shall be made on the Closing Date by wire transfer of immediately available funds to the order
of the Company.
It is understood that the Representatives
have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and
make payment of the purchase price for, the Notes. Each of BofA, Citigroup, Deutsche Bank, HSBC or JPMorgan individually, and not as
a Representative of the Underwriters, may (but shall not be obligated to (other than pursuant to Section 16 hereof)) make payment
for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date
for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(e) Delivery
of the Securities. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters
certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for
the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations and registered in the name of
Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement, and shall be made available for inspection on the business
day preceding the Closing Date at a location in New York City, as the Representatives may designate. Time shall be of the essence, and
delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.
(f) Delivery
of Prospectus to the Underwriters. Not later than 10:00 a.m. New York City time on the second business day following the date
the Notes are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of
the Prospectus in such quantities and at such places as the Representatives shall reasonably request.
SECTION 3. Additional
Covenants. Each of the Company and the Guarantors, jointly and severally, further covenants and agrees with each Underwriter as follows:
(a) Representative
Review of Proposed Amendments and Supplements. During the period beginning at the Applicable Time 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, including in circumstances where such requirement may be satisfied pursuant to
Rule 172 of the Securities Act (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration
Statement, the Disclosure Package or the Prospectus, the Company shall furnish to the Representatives for review a copy of each such
proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement to which the Underwriters
reasonably object.
(b) Securities
Act Compliance. After the date of this Agreement and during the Prospectus Delivery Period, the Company shall promptly advise the
Representatives in writing (i) when the Registration Statement, if not effective at the Applicable Time, shall have become effective,
(ii) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (iii) of
the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary
Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes
effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or of any order or notice preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus,
or of any receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any
jurisdiction or of the threatening or initiation of any proceedings for any of such purposes (including any notice or order pursuant
to Section 8A or Rule 401(g)(2) of the Securities Act). The Company shall use commercially reasonable efforts to prevent
the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order
or issue any such notice at any time, the Company will use commercially reasonable efforts to obtain the lifting or reversal of such
order or notice at the earliest possible moment, or, subject to Section 3(a), will file an amendment to the Registration Statement
or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective
as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B,
as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially
reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner
by the Commission.
(c) Exchange
Act Compliance. During the Prospectus Delivery Period, the Company will file all documents required to be filed with the Commission
and the New York Stock Exchange (“NYSE”) pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and
within the time periods required by the Exchange Act.
(d) Final
Term Sheet. The Company will prepare a final term sheet in a form approved by the Representatives, and will file such term sheet
pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final
Term Sheet”).
(e) Permitted
Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent
of the Representatives, it will not make, any offer relating to the Notes that constitutes or would constitute an Issuer Free Writing
Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of
the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433
of the Securities Act; provided that the prior written consent of the Representatives hereto shall be deemed to have been given
in respect of the Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Representatives
is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it (i) has treated
and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied
and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Company consents
to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined
in Rule 433 of the Securities Act, or (b) contains only (1) information describing the preliminary terms of the Securities
or their offering or other information included in the Disclosure Package, (2) information that describes the final terms of the
Securities or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 1(d) or (3) information
permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the Company not
to take any action without the Company’s consent which consent shall be confirmed in writing that would result in the Company being
required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on
behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of such Underwriter.
(f) Amendments
and Supplements to the Registration Statement, Disclosure Package and Prospectus and Other Securities Act Matters. If at any time
during the Prospectus Delivery Period, (i) any event shall occur or condition shall exist as a result of which any of the Disclosure
Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading
or (ii) it is necessary to amend or supplement any of the Registration Statement, Disclosure Package or the Prospectus to comply
with law, the Company and the Guarantors will immediately notify the Underwriters thereof and forthwith prepare (subject to Section 3(a) hereof),
file with the Commission (and use its commercially reasonable efforts to have any amendment to the Registration Statement or any new
registration statement to be declared effective) and furnish at its own expense to the Underwriters such amendments or supplements to
any of the Registration Statement, Disclosure Package or the Prospectus, or any new registration statement, as may be necessary so that
the statements in any of the Disclosure Package or Prospectus as so amended or supplemented will not, in the light of the circumstances
under which they were made, be misleading or so that any of the Registration Statement, Disclosure Package or Prospectus will comply
with all applicable law, and the Company shall not file or use any such proposed amendment or supplement to which the Underwriters reasonably
object.
(g) Copies
of the Prospectus. The Company agrees to furnish the Underwriters, without charge, as many copies of the Prospectus and any amendments
and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) and the Disclosure Package
as the Representatives may request.
(h) Blue
Sky Compliance. Each of the Company and the Guarantors shall cooperate with the Representatives and counsel for the Underwriters
to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale
under the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions designated by
the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long
as required for the distribution of the Securities. None of the Company or any of the Guarantors shall be required to qualify as a foreign
corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently
qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of
the suspension of the qualification or registration of (or any such exemption relating to) the Securities 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, each of the Company and the Guarantors shall use its best efforts to obtain
the withdrawal thereof at the earliest possible moment.
(i) Use
of Proceeds. The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the
caption “Use of Proceeds” in the Disclosure Package and the Prospectus.
(j) Depositary.
The Company will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and settlement
through the facilities of the Depositary.
(k) Filing
Fees. The Company agrees to pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) of
the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the
Securities Act.
(l) Future
Reports to the Representatives. During the period of two years hereafter the Company will furnish to the Representatives (i) to
the extent not available on the Commission’s Next-Generation XXXXX filing system, as soon as practicable after the end of each
fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year
and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s
independent public or certified public accountants; and (ii) to the extent not available on the Commission’s Next-Generation
XXXXX filing system, as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, the Financial
Industry Regulatory Authority, Inc. (“FINRA”) or any securities exchange.
(m) No
Manipulation of Price. Neither the Company nor any Guarantor will take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or
manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities.
(n) Notice
of Inability to Use Automatic Shelf Registration Statement Form. If at any time during the Prospectus Delivery Period, the Company
receives from the Commission a notice pursuant to Rule 401(g)(2) of the Securities Act or otherwise ceases to be eligible to
use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly
file a new registration statement or post-effective amendment on the proper form relating to the Notes, in a form satisfactory to the
Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective
and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Notes to continue during the Prospectus Delivery Period as contemplated in the registration
statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References
herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
(o) [Reserved].
(p) Earnings
Statement. 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) covering a period of at least twelve months beginning with the first fiscal quarter
of the Company occurring after the “effective date” (as defined in Rule 158 under the Securities Act) of the Registration
Statement.
The Representatives on behalf of the
several Underwriters, may, in their sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more
of the foregoing covenants or extend the time for their performance.
SECTION 4. Payment
of Expenses. Each of the Company and the Guarantors, jointly and severally, agrees to pay all costs, fees and expenses incurred in
connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including,
without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving
costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the
Underwriters, (iii) all fees and expenses of the Company’s and the Guarantors’ counsel, independent public or certified
public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing,
shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates
of experts), each Issuer Free Writing Prospectus, each Preliminary Prospectus and the Prospectus, and all amendments and supplements
thereto, and the mailing and delivering of copies thereof to the Underwriters and dealers, this Agreement, the Indenture, the DTC Agreement
and the Securities, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, the Guarantors or
the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all
or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces
of Canada or other jurisdictions reasonably designated by the Underwriters (including, without limitation, the cost of preparing, printing
and mailing preliminary and final blue sky or legal investment memoranda) and any related supplements to the Disclosure Package or the
Prospectus, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection
with the Indenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies,
(viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Underwriters in connection with
the review by FINRA, if any, of the terms of the sale of the Securities, (ix) all fees and expenses (including reasonable fees and
expenses of counsel) of the Company and the Guarantors in connection with approval of the Securities by the Depositary for “book-entry”
transfer, and the performance by the Company and the Guarantors of their respective other obligations under this Agreement, (x) all
reasonable and documented out-of-pocket costs and expenses in connection with the “roadshow” and any other meetings with
prospective investors in the Securities, including the transportation and other expenses incurred by or on behalf of the Underwriters,
(xi) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xii) all
other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for
in this Section 4. Except as provided in this Section 4 and Sections 6, 7 and 8 hereof, the Underwriters shall pay their
own expenses, including the fees and disbursements of their counsel.
SECTION 5. Conditions
of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Securities as provided
herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the
Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely
performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:
(a) Accountants’
Comfort Letter. On the date hereof, the Underwriters shall have received from each (i) KPMG LLP, the independent registered
public accounting firm for the Parent Guarantor and (ii) Pricewaterhouse Coopers LLP, the independent registered public accounting
firm for the Acquired Business, a “comfort letter” dated the date hereof addressed to the Underwriters, in form and substance
satisfactory to the Representatives, covering the financial information in the Disclosure Package and other customary matters. In addition,
on the Closing Date, the Underwriters shall have received from each such accountants a “bring-down comfort letter” dated
the Closing Date addressed to the Underwriters, in form and substance satisfactory to the Representatives, in the form of the “comfort
letters” delivered on the date hereof, except that (i) they shall cover the financial information in the Prospectus and any
amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 3 business days prior to the Closing
Date.
(b) Compliance
with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after effectiveness of this Agreement
and prior to the Closing Date and, with respect to the Securities:
(i) the
Company shall have filed the Prospectus with the Commission (including the information required by Rules 430A, 430B and 430C under
the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act;
(ii) the
Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act,
shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433; and
(iii) no
stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement,
shall be in effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act shall have been instituted
or threatened by the Commission; and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of
the Securities Act objecting to use of the automatic shelf registration statement form.
(c) No
Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing
Date:
(i) in
the judgment of the Representatives there shall not have occurred any Material Adverse Change; and
(ii) there
shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading in the rating
accorded the Parent Guarantor or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized
statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.
(d) Opinion
of Counsel for the Company. On the Closing Date, the Underwriters shall have received the opinion of Xxxxxx, Xxxx & Xxxxxxxx
LLP, counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit A.
(e) Opinion
of Counsel for the Underwriters. On the Closing Date, the Underwriters shall have received the favorable opinion of Xxxxxx Xxxxxx &
Xxxxxxx LLP, counsel for the Underwriters, dated as of such Closing Date, with respect to such matters
as may be reasonably requested by the Underwriters.
(f) Officers’
Certificate. On the Closing Date the Underwriters shall have received a written certificate executed by an executive officer and
a principal financial or accounting officer of the Company, dated as of the Closing Date, to the effect set forth in Section 5(c)(ii) hereof,
and further to the effect that:
(i) for
the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;
(ii) the
representations and warranties of the Company and the Guarantors set forth in Section 1 hereof were true and correct as of the date
hereof and are true and correct as of the Closing Date with the same force and effect as though expressly made on and as of the Closing
Date; and
(iii) the
Company and the Guarantors have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
at or prior to the Closing Date.
(g) Indenture;
Securities. The Company and the Guarantors shall have executed and delivered the Indenture and the Securities, in form and
substance reasonably satisfactory to the Underwriters, and the Underwriters shall have received executed copies thereof.
(h) Additional
Documents. On or before the Closing Date, the Underwriters and counsel for the Underwriters shall have received such information,
documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities
as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any
of the conditions or agreements, herein contained.
If any condition
specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives
by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any
party to any other party, except that Sections 4, 6, 7 and 8 hereof shall at all times be effective and shall survive such termination.
SECTION 6. Reimbursement
of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 5 or Section 9(i)(x) or
(iv) hereof, including if the sale to the Underwriters of the Securities on the Closing Date is not consummated because of any refusal,
inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof,
the Company and the Guarantors, jointly and severally, agree to reimburse the Underwriters, severally, upon demand for all out-of-pocket
expenses that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and the offering and sale
of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile
and telephone charges.
SECTION 7. Indemnification.
(a) Indemnification
of the Underwriters. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Underwriter,
its affiliates, directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15
of the Securities Act and Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to
which such Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the
Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation,
if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or
actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof
pursuant to Rule 430B or 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue
statement of a material fact contained in any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment
or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate,
director, officer, employee or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel
chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee
or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability,
expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Underwriter,
to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing
Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that
the only such information furnished by the Underwriters through the Representatives consists of the information described as such in
Section 7(b) hereof. The indemnity agreement set forth in this Section 7(a) shall be in addition to any liabilities
that the Company or the Guarantors may otherwise have.
(b) Indemnification
of the Company and the Guarantors. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company,
each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors
and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against
any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor
who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange
Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation,
if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense
(or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus
(or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration
Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto),
in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives
expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses
(including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director
or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability,
expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through
the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus,
any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph
(beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The
indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise
have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement
of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7,
notify the indemnifying party in writing of the commencement thereof; provided that the failure to so notify the indemnifying
party will not relieve it from any liability which it may have to any indemnified party under this Section 7 except to the extent
that it has been materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and shall not relieve
the indemnifying party from any liability that the indemnifying party may have to an indemnified party other than under this Section 7.
In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all
other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided,
however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right
to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s
election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be
liable to such indemnified party under this Section 7 for any legal or other expenses of counsel subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance
with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (together with local counsel (in each jurisdiction)), which shall be selected by the
Representatives (in the case of counsel representing the Underwriters or their related persons), representing the indemnified parties
who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees
and expenses of counsel shall be at the expense of the indemnifying party.
(d) Settlements.
The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written
consent, which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified
party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement,
compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the
subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability
or failure to act by or on behalf of any indemnified party.
SECTION 8. Contribution.
If the indemnification provided for in Section 7 hereof is for any reason held to be unavailable to or otherwise insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any
losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, from the offering of the
Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, in connection
with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total
net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, and
the total underwriting discount received by the Underwriters, in each case as set forth on the front cover page of the Prospectus,
bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the Guarantors, on the one hand,
and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company
and the Guarantors, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 7 hereof, any legal or other fees or expenses reasonably incurred by such party
in connection with investigating or defending any action or claim. The provisions set forth in Section 7 hereof with respect to
notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 8; provided,
however, that no additional notice shall be required with respect to any action for which notice has been given under Section 7
hereof for purposes of indemnification.
The Company, the
Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in this Section 8.
Notwithstanding
the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the underwriting discount
received by such Underwriter in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion
to their respective underwriting commitments as set forth opposite their names in Schedule A. For purposes of this Section 8, each
affiliate, director, officer and employee of an Underwriter and each person, if any, who controls an Underwriter within the meaning of
the Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company
or any Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement and each person, if any, who controls
the Company or any Guarantor with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as
the Company and the Guarantors.
SECTION 9. Termination
of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company
if at any time: (i) (x) trading or quotation in any of the Company’s securities shall have been suspended or limited
on any exchange or in any over-the-counter market or (y) trading in securities generally on the Nasdaq Stock Market, the NYSE or
the over-the-counter market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established
on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been
declared by any of U.S. federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of
national or international hostilities or any international or national crisis or calamity, or any change or development involving a prospective
change in the United States or international financial markets, that in the judgment of the Representatives is material and adverse and
makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities in the manner and on the terms
described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities or (iv) in the judgment
of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 shall be
without liability on the part of (i) the Company or any Guarantor to any Underwriter, except that the Company and the Guarantors
shall be obligated to reimburse the expenses of the Underwriters to the extent required by Sections 4 and 6 hereof, (ii) any Underwriter
to the Company, or (iii) any party hereto to any other party except that the provisions of Sections 7 and 8 hereof shall at
all times be effective and shall survive such termination.
SECTION 10. Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of
the Company, the Guarantors, their respective officers and the several Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company, any Guarantor
or any of their partners, officers or directors or any controlling
person, as the case may be, and will
survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.
SECTION 11. Notices.
All communications hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the
parties hereto as follows:
If to the
Underwriters:
BofA Securities, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
|
Facsimile: |
(000) 000-0000 |
|
Attention: |
High Grade Debt Capital Markets Transaction Management/Legal |
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
|
Facsimile: |
(000) 000-0000 |
|
Attention: |
General Counsel |
Deutsche Bank Securities Inc.
0 Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
|
Facsimile: |
(000) 000-0000 |
|
Attention: |
Leverage Debt Capital Markets |
|
|
General Counsel, 19th Floor |
HSBC Securities (USA) Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
|
Facsimile: |
(000) 000-0000 |
|
Attention: |
Transaction Management Group |
X.X Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
|
Facsimile: |
Investment Grade Syndicate Desk |
|
Attention: |
(000) 000-0000 |
with a
copy to:
Xxxxxx
Xxxxxx & Xxxxxxx LLP
00 Xxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
|
Facsimile: |
212-269-5420 |
|
Attention: |
Xxxx X. Xxxxxxxxx, Esq. |
If to the
Company or the Guarantors:
Celanese Corporation
000 X. Xxx Xxxxxxx Xxxx.
Xxxxx 000X
Xxxxxx, Xxxxx 00000
|
Facsimile: |
000-000-0000 |
|
Attention: |
General Counsel |
Any party hereto
may change the address or facsimile number for receipt of communications by giving written notice to the others.
SECTION 12. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the indemnified parties
referred to in Sections 7 and 8 hereof, and in each case their respective successors, and no other person will have any right or
obligation hereunder.
SECTION 13. Authority
of the Representatives. Any action by the Underwriters hereunder may be taken by BofA, Citigroup, Deutsche Bank, HSBC and JPMorgan
on behalf of the Underwriters, and any such action taken by BofA, Citigroup, Deutsche Bank, HSBC and JPMorgan shall be binding upon the
Underwriters.
SECTION 14. Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement
is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.
SECTION 15. Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
THEREOF. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related
Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York
or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”),
and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the
enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), as to which such jurisdiction
is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such
party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court.
The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts
and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought
in any Specified Court has been brought in an inconvenient forum. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 16. Default
of One or More of the Several Underwriters. If any one or more of the several Underwriters shall fail or refuse to purchase Securities
of any applicable series that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities
which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number
of the Securities of the applicable series to be purchased on such date, the other Underwriters of such series shall be obligated, severally,
in the proportions that the number of Securities of such series set forth opposite their respective names on Schedule A bears to the
aggregate number of Securities of such series set forth opposite the names of all such non-defaulting Underwriters, or in such other
proportions as may be specified by the Underwriters of such series with the consent of the non-defaulting Underwriters of such series,
to purchase the applicable Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the
Closing Date. If any one or more of the Underwriters of any series shall fail or refuse to purchase Securities of such series and the
aggregate number of Securities of such series with respect to which such default occurs exceeds 10% of the aggregate number of Securities
of such series to be purchased on the Closing Date, and arrangements satisfactory to the Underwriters and the Company for the purchase
of such Securities are not made within 48 hours after such default, this Agreement shall terminate with respect to such series without
liability of any party to any other party except that the provisions of Sections 4, 6, 7 and 8 hereof shall at all times be effective
and shall survive such termination. In any such case either the applicable Underwriters or the Company shall have the right to postpone
the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration
Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may
be effected.
As used in this
Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under
this Section 16. Any action taken under this Section 16 shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.
SECTION 17. No
Advisory or Fiduciary Responsibility. Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase
and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related
discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and
the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand
and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction
contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is
not the agent or fiduciary of the Company and the Guarantors or their respective affiliates, stockholders, creditors or employees or
any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company
and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether
such Underwriter has advised or is currently advising the Company and the Guarantors on other matters) or any other obligation to the
Company and the Guarantors except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their
respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and
the Guarantors, and the several Underwriters have no obligation to disclose any of such interests by virtue of any fiduciary or advisory
relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering
contemplated hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the
extent they deemed appropriate.
This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or
any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent
permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach
or alleged breach of fiduciary duty.
SECTION 18. General
Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement
may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf)
or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or
other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes to the fullest extent permitted by applicable law. Each of the parties hereto represents and warrants to the other parties
that it has the capacity and authority to execute this Agreement through electronic means.. This Agreement may not be amended or modified
unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by
each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall
not affect the construction or interpretation of this Agreement.
SECTION 19. Compliance
with USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on
October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients,
including the Company and the Guarantors, which information may include the name and addresses of their respective clients, as well as
other information that will allow the Underwriters to properly identify their respective clients.
SECTION 20. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
As used
in this Section 20:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
(i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 21. Contractual
Recognition of Bail-In.
| (a) | EEA
Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or
any other agreements, arrangements or understanding between the parties thereto, each of
the parties to this Agreement acknowledges and accepts that a BRRD Liability arising under
this Agreement may be subject to the exercise of Bail-In Powers by the Relevant Resolution
Authority, and acknowledges, accepts, and agrees to be bound by: |
| (i) | the
effect of the exercise of Bail-In Powers by the Relevant Resolution Authority in relation
to any BRRD Liability of any of the Underwriters under this Agreement, that (without limitation)
may include and result in any of the following, or some combination thereof: |
| a. | the
reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; |
| b. | the
conversion of all, or a portion of, the BRRD Liability into shares, other securities or other
obligations of an Underwriter or another person, and the issue to or conferral on the Company
of such shares, securities or obligations; |
| c. | the
cancellation of the BRRD Liability; |
| d. | the
amendment or alteration of any of any interest, if applicable, thereon, the maturity or the
dates on which any payments are due, including by suspending payment for a temporary period;
and |
| (ii) | the
variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution
Authority, to give effect to the exercise of Bail-In Powers by the Relevant Resolution Authority. |
| (b) | As
used in this Section 21: |
(i) “Bail-In
Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-In Legislation
Schedule from time to time.
(ii) “Bail-In
Powers” means any Write-down and Conversion Powers as defined in the EU Bail-In Legislation Schedule, in relation to the relevant
Bail-In Legislation.
(iii) “BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
(iv) “BRRD
Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-In Legislation
may be exercised.
(v) “EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at xxxx://xxx.xxx.xx.xxx/xxxxx.xxxx?xx000.
(vi) “Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-In Powers.
| (c) | UK
Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or
any other agreements, arrangements or understandings between thereto, each of the parties
to this Agreement acknowledges and accepts that a UK Bail-in Liability arising under this
Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution
authority, and acknowledges, accepts and agrees to be bound by: |
| (i) | the
effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation
to any UK Bail-in Liability of an Underwriter (the “Relevant UK Bail-in Party”)
to such other party under this Agreement, that (without limitation) may include and result
in any of the following, or some combination thereof: |
| a. | the
reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; |
| b. | the
conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities
or other obligations of the Relevant BRRD Party or another person, and the issue to or conferral
on such other party to this Agreement of such shares, securities or obligations; |
| c. | the
cancellation of the UK Bail-in Liability; |
| d. | the
amendment or alteration of any interest, if applicable, thereon, the maturity or the dates
on which any payments are due, including by suspending payment for a temporary period; and |
| (ii) | the
variation of the terms of this Agreement, as deemed necessary by the relevant resolution
authority, to give effect to the exercise of UK Bail-in Powers by the relevant resolution
authority. |
| (d) | For
purposes of this Section 21: |
| (i) | “UK
Bail-in Legislation” means Part I of the UK Banking Xxx 0000 and any other
law or regulation applicable in the UK relating to the resolution of unsound or failing banks,
investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings); |
| (ii) | “UK
Bail-in Liability” means a liability in respect of which the UK Bail-in Powers
may be exercised; |
| (iii) | “UK
Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer
or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank
or investment firm, to cancel, reduce, modify or change the form of a liability of such a
person or any contract or instrument under which that liability arises, to convert all or
part of that liability into shares, securities or obligations of that person or any other
person, to provide that any such contract or instrument is to have effect as if a right had
been exercised under it or to suspend any obligation in respect of that liability. |
[Remainder
of page intentionally left blank]
If the foregoing
is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon
this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
|
Very
truly yours, |
|
|
|
CELANESE
US HOLDINGS LLC |
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxxxxx |
|
|
Name: Xxxxx X. Xxxxxxxxxx |
|
|
Title: President |
|
|
|
CELANESE
CORPORATION as Guarantor |
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxxxxx |
|
|
Name: Xxxxx X. Xxxxxxxxxx |
|
|
Title: Executive Vice President and Chief Financial Officer |
|
|
|
CELANESE
AMERICAS LLC as Guarantor |
|
|
|
By: |
/s/ Xxxxxx Xxxxxx |
|
|
Name: Xxxxxx Xxxxxx |
|
|
Title: Vice President and Treasurer |
|
|
|
CELANESE
ACETATE LLC as Guarantor |
|
|
|
By: |
/s/ Xxxxxx Xxxxxx |
|
|
Name: Xxxxxx Xxxxxx |
|
|
Title: Vice President and Treasurer |
|
|
|
CELANESE
CHEMICALS, INC. as Guarantor |
|
|
|
By: |
/s/ Xxxxxx Xxxxxx |
|
|
Name: Xxxxxx Xxxxxx |
|
|
Title: Vice President and Treasurer |
|
CNA
HOLDINGS LLC as Guarantor |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
|
|
CELANESE
INTERNATIONAL CORPORATION as Guarantor |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
|
|
CELTRAN, INC.
as Guarantor |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
|
|
KEP
AMERICAS ENGINEERING PLASTICS, LLC as Guarantor |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
|
|
TICONA
FORTRON INC. as Guarantor |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
|
|
TICONA
POLYMERS, INC. as Guarantor |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
TICONA
LLC as Guarantor |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
|
|
CELANESE
GLOBAL RELOCATION LLC as Guarantor |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
|
|
CELANESE
LTD. as Guarantor |
|
|
|
By:
CELANESE INTERNATIONAL CORPORATION, its general partner |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
|
|
|
CELANESE
SALES U.S. LTD. as Guarantor |
|
|
|
By:
CELANESE INTERNATIONAL CORPORATION, its general partner |
|
|
|
By: |
/s/
Xxxxxx Xxxxxx |
|
|
Name:
Xxxxxx Xxxxxx |
|
|
Title:
Vice President and Treasurer |
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
BOFA
SECURITIES, INC. |
|
|
|
|
Acting on behalf of itself and as a Representative of the several
Underwriters |
|
|
|
By: |
BOFA SECURITIES, INC. |
|
|
|
By: |
/s/
Happy Xxxxxxxx |
|
|
Name:
Happy Xxxxxxxx |
|
|
Title:
Managing Director |
|
[Signature Page to
Underwriting Agreement]
CITIGROUP
GLOBAL MARKETS INC. |
|
|
|
|
Acting on behalf of itself and as a Representative of the several
Underwriters |
|
|
|
By: |
CITIGROUP
GLOBAL MARKETS INC. |
|
|
|
By: |
/s/
Xxxxx X. Xxxxxxxxx |
|
|
Name:
Xxxxx X. Xxxxxxxxx |
|
|
Title:
Managing Director |
|
[Signature Page to
Underwriting Agreement]
DEUTSCHE
BANK SECURITIES INC. |
|
|
|
|
Acting on behalf of itself and as a Representative of the several
Underwriters |
|
|
|
By: |
DEUTSCHE BANK SECURITIES INC. |
|
|
|
By: |
/s/ Xxx Xxxxxxxxxxx |
|
|
Name: Xxx Xxxxxxxxxxx |
|
|
Title: Managing Director |
|
|
|
By: |
/s/ Xxxxx Xxxxxxxxx |
|
|
Name: Xxxxx Xxxxxxxxx |
|
|
Title: Managing Director |
|
[Signature Page to
Underwriting Agreement]
HSBC
SECURITIES (USA) INC. |
|
|
|
|
Acting on behalf of itself and as a Representative of the several
Underwriters |
|
|
|
By: |
HSBC
SECURITIES (USA) INC. |
|
|
|
By: |
/s/
Xxxxxxx Xxxxxxx |
|
|
Name:
Xxxxxxx Xxxxxxx |
|
|
Title:
Managing Director |
|
[Signature Page to
Underwriting Agreement]
X.X.
XXXXXX SECURITIES LLC |
|
|
|
|
Acting on behalf of itself and as a Representative of the several
Underwriters |
|
|
|
By: |
X.X.
XXXXXX SECURITIES LLC |
|
|
|
By: |
/s/
Som Xxxxxxxxxxxxx |
|
|
Name:
Som Xxxxxxxxxxxxx |
|
|
Title:
Executive Director |
|
[Signature Page to
Underwriting Agreement]
SCHEDULE A
Underwriters | |
Aggregate
Principal Amount
of 2024 Notes to be
Purchased | | |
Aggregate
Principal Amount
of 2025 Notes to be
Purchased | | |
Aggregate
Principal Amount
of 2027 Notes to be
Purchased | | |
Aggregate
Principal Amount
of 2029 Notes to be
Purchased | | |
Aggregate
Principal Amount
of 2032 Notes to be
Purchased | |
BofA
Securities, Inc. | |
$ | 700,000,000 | | |
$ | 612,500,000 | | |
$ | 700,000,000 | | |
$ | 262,500,000 | | |
$ | 350,000,000 | |
Citigroup
Global Markets Inc. | |
$ | 180,000,000 | | |
$ | 157,500,000 | | |
$ | 180,000,000 | | |
$ | 67,500,000 | | |
$ | 90,000,000 | |
Deutsche
Bank Securities Inc. | |
$ | 180,000,000 | | |
$ | 157,500,000 | | |
$ | 180,000,000 | | |
$ | 67,500,000 | | |
$ | 90,000,000 | |
HSBC
Securities (USA) Inc. | |
$ | 180,000,000 | | |
$ | 157,500,000 | | |
$ | 180,000,000 | | |
$ | 67,500,000 | | |
$ | 90,000,000 | |
X.X.
Xxxxxx Securities LLC | |
$ | 180,000,000 | | |
$ | 157,500,000 | | |
$ | 180,000,000 | | |
$ | 67,500,000 | | |
$ | 90,000,000 | |
MUFG
Securities Americas Inc. | |
$ | 82,500,000 | | |
$ | 72,188,000 | | |
$ | 82,500,000 | | |
$ | 30,937,000 | | |
$ | 41,250,000 | |
SMBC
Nikko Securities America, Inc. | |
$ | 82,500,000 | | |
$ | 72,188,000 | | |
$ | 82,500,000 | | |
$ | 30,937,000 | | |
$ | 41,250,000 | |
UniCredit
Capital Markets LLC | |
$ | 82,500,000 | | |
$ | 72,187,000 | | |
$ | 82,500,000 | | |
$ | 30,938,000 | | |
$ | 41,250,000 | |
U.S.
Bancorp Investments, Inc. | |
$ | 82,500,000 | | |
$ | 72,187,000 | | |
$ | 82,500,000 | | |
$ | 30,938,000 | | |
$ | 41,250,000 | |
Xxxxxx
Xxxxxxx & Co. LLC | |
$ | 55,000,000 | | |
$ | 48,125,000 | | |
$ | 55,000,000 | | |
$ | 20,625,000 | | |
$ | 27,500,000 | |
PNC
Capital Markets LLC | |
$ | 55,000,000 | | |
$ | 48,125,000 | | |
$ | 55,000,000 | | |
$ | 20,625,000 | | |
$ | 27,500,000 | |
Xxxxxxx
Sachs & Co. LLC | |
$ | 35,000,000 | | |
$ | 30,625,000 | | |
$ | 35,000,000 | | |
$ | 13,125,000 | | |
$ | 17,500,000 | |
Santander
Investment Securities Inc. | |
$ | 35,000,000 | | |
$ | 30,625,000 | | |
$ | 35,000,000 | | |
$ | 13,125,000 | | |
$ | 17,500,000 | |
Standard
Chartered Bank | |
$ | 35,000,000 | | |
$ | 30,625,000 | | |
$ | 35,000,000 | | |
$ | 13,125,000 | | |
$ | 17,500,000 | |
TD
Securities (USA) LLC | |
$ | 35,000,000 | | |
$ | 30,625,000 | | |
$ | 35,000,000 | | |
$ | 13,125,000 | | |
$ | 17,500,000 | |
Total | |
$ | 2,000,000,000 | | |
$ | 1,750,000,000 | | |
$ | 2,000,000,000 | | |
$ | 750,000,000 | | |
$ | 1,000,000,000 | |
SCHEDULE B
Subsidiary
Guarantors
Celanese Acetate LLC
Celanese Americas LLC
Celanese Chemicals, Inc.
Celanese Global Relocation LLC
Celanese International Corporation
Celanese Ltd.
Celanese Sales U.S. Ltd.
Celtran, Inc.
CNA Holdings LLC
KEP Americas Engineering Plastics, LLC
Ticona Fortron Inc.
Ticona LLC
Ticona Polymers, Inc.
SCHEDULE C
Issuer Free
Writing Prospectuses
| 1. | Final
Term Sheet dated July 7, 2022, substantially in the form filed with the Commission. |
| 2. | Any
electronic road show. |
EXHIBIT A
Form of opinion
of Xxxxxx Xxxx & Xxxxxxxx LLP to be delivered pursuant to Section 5 of the Underwriting Agreement.
[Provided under
separate cover]