{"id":41351,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-cisco.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-cisco","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/underwriting-agreement-cisco.html","title":{"rendered":"Underwriting Agreement – Cisco"},"content":{"rendered":"

<\/p>\n

CISCO SYSTEMS, INC.<\/p>\n

$1,250,000,000 Floating Rate Notes due 2014<\/p>\n

$2,000,000,000 1.625% Senior Notes due 2014<\/p>\n

$750,000,000 3.150% Senior Notes due 2017<\/p>\n

Underwriting Agreement <\/u><\/p>\n

March 9, 2011<\/p>\n

Goldman, Sachs & Co.,<\/p>\n

J.P. Morgan Securities LLC<\/p>\n

Merrill Lynch, Pierce, Fenner & Smith<\/p>\n

Incorporated<\/p>\n

As Representatives of the<\/p>\n

several Underwriters listed<\/p>\n

in Schedule 1 hereto<\/p>\n

c\/o Goldman, Sachs & Co.<\/p>\n

200 West Street<\/p>\n

New York, NY 10282<\/p>\n

c\/o J.P. Morgan Securities LLC<\/p>\n

383 Madison Avenue<\/p>\n

New York, NY 10179<\/p>\n

c\/o Merrill Lynch, Pierce, Fenner & Smith<\/p>\n

Incorporated<\/p>\n

One Bryant Park<\/p>\n

New York, New York 10036<\/p>\n

Ladies and Gentlemen:<\/p>\n

Cisco Systems, Inc., a California corporation (the “Company”), proposes to
\nissue and sell to the several Underwriters listed in Schedule 1 hereto (the
\n“Underwriters”), for whom you are acting as representatives (the
\n“Representatives”), $1,250,000,000 principal amount of its Floating Rate Notes
\ndue 2014 (the “Floating Rate Notes”), $2,000,000,000 principal amount of its
\n1.625% Senior Notes due 2014 (the “2014 Notes”) and $750,000,000 principal
\namount of its 3.150% Senior Notes due 2017 (the “2017 Notes” and, together with
\nthe Floating Rate Notes and the 2014 Notes, the “Securities”). The Securities
\nwill be issued pursuant to an Indenture to be dated as of March 16, 2011 (the
\n“Indenture”) between the Company and The Bank of New York Mellon Trust Company,
\nN.A., as trustee (the “Trustee”).<\/p>\n<\/p>\n

\n

The Company hereby confirms its agreement with the several Underwriters
\nconcerning the purchase and sale of the Securities, as follows:<\/p>\n

1. Registration Statement<\/u>. The Company has prepared and filed with the
\nSecurities and Exchange Commission (the “Commission”) under the Securities Act
\nof 1933, as amended, and the rules and regulations of the Commission thereunder
\n(collectively, the “Securities Act”), a registration statement on Form S-3 (File
\nNo. 333-157177), including a prospectus relating to securities (the “Shelf
\nSecurities”), including the Securities, to be issued from time to time by the
\nCompany. Such registration statement, as amended at the date of this Agreement,
\nincluding the information, if any, deemed pursuant to Rule 430A, 430B or 430C
\nunder the Securities Act to be part of the registration statement at the time of
\nits effectiveness (“Rule 430 Information”), is referred to herein as the
\n“Registration Statement” and the related prospectus covering the Shelf
\nSecurities dated February 9, 2009 in the form first used (or made available upon
\nrequest of purchasers pursuant to Rule 173 under the Securities Act) in
\nconnection with the confirmation of sales of the Securities is referred to
\nherein as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the
\nprospectus supplement specifically relating to the Securities in the form first
\nused (or made available upon request of purchasers pursuant to Rule 173 under
\nthe Securities Act) in connection with confirmation of sales of the Securities
\nis hereinafter referred to as the “Prospectus” and the term “Preliminary
\nProspectus” means any preliminary form of the Prospectus. Any reference in this
\nAgreement to the Registration Statement, any Preliminary Prospectus or the
\nProspectus shall be deemed to refer to and include the documents incorporated by
\nreference therein pursuant to Item 12 of Form S-3 under the Securities Act, as
\nof the effective date of the Registration Statement or the date of such
\nPreliminary Prospectus or the Prospectus, as the case may be, and any reference
\nto “amend,” “amendment” or “supplement” with respect to the Registration
\nStatement, any Preliminary Prospectus or the Prospectus shall be deemed to refer
\nto and include any documents filed after such date under the Securities Exchange
\nAct of 1934, as amended, and the rules and regulations of the Commission
\nthereunder (collectively, the “Exchange Act”) that are deemed to be incorporated
\nby reference therein. Capitalized terms used but not defined herein shall have
\nthe meanings given to such terms in the Registration Statement and the
\nProspectus.<\/p>\n

At or prior to the time when sales of the Securities were first made (the
\n“Time of Sale”), the Company had prepared the following information
\n(collectively, the “Time of Sale Information”): a Preliminary Prospectus dated
\nMarch 9, 2011 and each of the documents listed on Annex B hereto.<\/p>\n

2. Purchase of the Securities by the Underwriters<\/u>. (a) The Company
\nagrees to issue and sell the Securities to the several Underwriters as provided
\nin this Agreement, and each Underwriter, on the basis of the representations,
\nwarranties and agreements set forth herein and subject to the conditions set
\nforth herein, agrees, severally and not jointly, to purchase from the Company
\nthe respective principal amount of Securities set forth opposite such
\nUnderwriter153s name in Schedule 1 hereto at a price equal to 99.750% of the
\nprincipal amount of Floating Rate Notes, 99.631% of the<\/p>\n<\/p>\n

2<\/p>\n<\/p>\n

\n

principal amount of 2014 Notes and 99.392% of the principal amount of 2017
\nNotes, in each case plus accrued interest, if any, from March 16, 2011 to the
\nClosing Date (as defined below). The Company will not be obligated to deliver
\nany of the Securities except upon payment for all the Securities to be purchased
\nas provided herein.<\/p>\n

(b) The Company understands that the Underwriters intend to make a public
\noffering of the Securities as soon after the effectiveness of this Agreement as
\nin the judgment of the Representatives is advisable, and initially to offer the
\nSecurities on the terms set forth in the Prospectus. The Company acknowledges
\nand agrees that the Underwriters may offer and sell Securities to or through any
\naffiliate of an Underwriter and that any such affiliate may offer and sell
\nSecurities purchased by it to or through any Underwriter.<\/p>\n

(c) Payment for and delivery of the Securities will be made at the offices of
\nDavis Polk & Wardwell LLP, 1600 El Camino Real, Menlo Park, California 94025
\nat 10:00 A.M., New York City time, on March 16, 2011, or at such other time or
\nplace on the same or such other date, not later than the fifth business day
\nthereafter, as the Representatives and the Company may agree upon in writing.
\nThe time and date of such payment and delivery is referred to herein as the
\n“Closing Date.”<\/p>\n

(d) Payment for the Securities shall be made by wire transfer in immediately
\navailable funds to the account(s) specified by the Company to the
\nRepresentatives against delivery to the nominee of The Depository Trust Company,
\nfor the account of the Underwriters, of one or more global notes representing
\nthe Securities (collectively, the “Global Note”), with any transfer taxes
\npayable in connection with the sale of the Securities duly paid by the Company.
\nThe Global Note will be made available for inspection by the Representatives not
\nlater than 1:00 P.M., New York City time, on the business day prior to the
\nClosing Date.<\/p>\n

(e) The Company acknowledges and agrees that the Underwriters are acting
\nsolely in the capacity of an arm153s length contractual counterparty to the
\nCompany with respect to the offering of Securities contemplated hereby
\n(including in connection with determining the terms of the offering) and not as
\na financial advisor or a fiduciary to, or an agent of, the Company or any other
\nperson. Additionally, neither the Representatives nor any other Underwriter is
\nadvising the Company or any other person as to any legal, tax, investment,
\naccounting or regulatory matters in any jurisdiction. The Company shall consult
\nwith its own advisors concerning such matters and shall be responsible for
\nmaking its own independent investigation and appraisal of the transactions
\ncontemplated hereby, and the Underwriters shall have no responsibility or
\nliability to the Company with respect thereto. Any review by the Underwriters of
\nthe Company, the transactions contemplated hereby or other matters relating to
\nsuch transactions will be performed solely for the benefit of the Underwriters
\nand shall not be on behalf of the Company.<\/p>\n

3. Representations and Warranties of the Company<\/u>. The Company
\nrepresents and warrants to each Underwriter that:<\/p>\n<\/p>\n

3<\/p>\n<\/p>\n

\n

(a) Preliminary Prospectus.<\/em> No order preventing or suspending the
\nuse of any Preliminary Prospectus has been issued by the Commission, and each
\nPreliminary Prospectus, at the time of filing thereof, complied in all material
\nrespects with the Securities Act and did not contain any untrue statement of a
\nmaterial fact or omit to state a material fact required to be stated therein or
\nnecessary in order to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading; provided<\/u> that
\nthe Company makes no representation and warranty with respect to any statements
\nor omissions made in reliance upon and in conformity with information relating
\nto any Underwriter furnished to the Company in writing by such Underwriter
\nthrough the Representatives expressly for use in any Preliminary Prospectus.\n<\/p>\n

(b) Time of Sale Information<\/em>. The Time of Sale Information, at the
\nTime of Sale did not, and at the Closing Date will not, contain any untrue
\nstatement of a material fact or omit to state a material fact necessary in order
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading; provided<\/u> that the Company makes no
\nrepresentation and warranty with respect to any statements or omissions made in
\nreliance upon and in conformity with information relating to any Underwriter
\nfurnished to the Company in writing by such Underwriter through the
\nRepresentatives expressly for use in such Time of Sale Information. No statement
\nof material fact included in the Prospectus has been omitted from the Time of
\nSale Information and no statement of material fact included in the Time of Sale
\nInformation that is required to be included in the Prospectus has been omitted
\ntherefrom.<\/p>\n

(c) Issuer Free Writing Prospectus. <\/em>Other than the Preliminary
\nProspectus and the Prospectus, the Company (including its agents and
\nrepresentatives, other than the Underwriters in their capacity as such) has not
\nmade, used, prepared, authorized, approved or referred to and will not prepare,
\nmake, use, authorize, approve or refer to any “written communication” (as
\ndefined in Rule 405 under the Securities Act) that constitutes an offer to sell
\nor solicitation of an offer to buy the Securities (each such communication by
\nthe Company or its agents and representatives (other than a communication
\nreferred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than
\n(i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a)
\nof the Securities Act or Rule 134 under the Securities Act or (ii) the documents
\nlisted on Annex B hereto and any other written communication approved in writing
\nin advance by the Representatives. Each such Issuer Free Writing Prospectus
\ncomplied in all material respects with the Securities Act, has been filed in
\naccordance with the Securities Act (to the extent required thereby) and, when
\ntaken together with the Preliminary Prospectus accompanying, or delivered prior
\nto delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing
\nDate will not, contain any untrue statement of a material fact or omit to state
\na material fact necessary in order to make the statements therein, in the light
\nof the circumstances under which they were made, not misleading; provided<\/u>
\nthat the Company makes no representation and warranty with respect to any
\nstatements or omissions made in each such Issuer Free Writing<\/p>\n<\/p>\n

4<\/p>\n<\/p>\n

\n

Prospectus in reliance upon and in conformity with information relating to
\nany Underwriter furnished to the Company in writing by such Underwriter through
\nthe Representatives expressly for use in any Issuer Free Writing Prospectus.\n<\/p>\n

(d) Registration Statement and Prospectus.<\/em> The Registration
\nStatement is an “automatic shelf registration statement” as defined under Rule
\n405 of the Securities Act that has been filed with the Commission not earlier
\nthan three years prior to the date hereof; no notice of objection of the
\nCommission to the use of such Registration Statement or any post-effective
\namendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been
\nreceived by the Company. No order suspending the effectiveness of the
\nRegistration Statement has been issued by the Commission and no proceeding for
\nthat purpose or pursuant to Section 8A of the Securities Act against the Company
\nor related to the offering has been initiated or threatened by the Commission;
\nas of the applicable effective date of the Registration Statement and any
\namendment thereto, the Registration Statement complied and will comply in all
\nmaterial respects with the Securities Act and with the Trust Indenture Act of
\n1939, as amended, and the rules and regulations of the Commission thereunder
\n(collectively, the “Trust Indenture Act”), and did not and will not contain any
\nuntrue statement of a material fact or omit to state a material fact required to
\nbe stated therein or necessary in order to make the statements therein not
\nmisleading; and as of the date of the Prospectus and any amendment or supplement
\nthereto and as of the Closing Date, the Prospectus will not contain any untrue
\nstatement of a material fact or omit to state a material fact required to be
\nstated therein or necessary in order to make the statements therein, in the
\nlight of the circumstances under which they were made, not misleading;
\nprovided<\/u> that the Company makes no representation and warranty with
\nrespect to (i) that part of the Registration Statement that constitutes the
\nStatement of Eligibility and Qualification (Form T-1) of the Trustee under the
\nTrust Indenture Act or (ii) any statements or omissions made in reliance upon
\nand in conformity with information relating to any Underwriter furnished to the
\nCompany in writing by such Underwriter through the Representatives expressly for
\nuse in the Registration Statement and the Prospectus and any amendment or
\nsupplement thereto.<\/p>\n

(e) Incorporated Documents.<\/em> The documents incorporated by reference
\nin the Registration Statement, the Prospectus or the Time of Sale Information,
\nwhen they were filed with the Commission, conformed in all material respects to
\nthe requirements of the Exchange Act and none of such documents contained any
\nuntrue statement of a material fact or omitted to state a material fact required
\nto be stated therein or necessary to make the statements therein, in the light
\nof the circumstances under which they were made, not misleading; and any further
\ndocuments so filed and incorporated by reference in the Registration Statement,
\nthe Prospectus or the Time of Sale Information on or prior to the Closing Date,
\nwhen such documents become effective or are filed with the Commission, as the
\ncase may be, will conform in all material respects to the applicable
\nrequirements of the Exchange Act and will not contain any untrue statement of a
\nmaterial fact or omit to state a material fact required to be stated therein or
\nnecessary to make the statements therein, in the light of the circumstances
\nunder which they were made, not misleading.<\/p>\n<\/p>\n

5<\/p>\n<\/p>\n

\n

(f) Financial Statements.<\/em> The consolidated financial statements and
\nthe related notes thereto included or incorporated by reference in the
\nRegistration Statement, the Time of Sale Information and the Prospectus comply
\nin all material respects with the applicable requirements of the Securities Act
\nand the Exchange Act, as applicable, and present fairly, in all material
\nrespects, the financial position of the Company and its subsidiaries as of the
\ndates indicated and the results of their operations and their cash flows for the
\nperiods specified; such financial statements have been prepared in conformity
\nwith generally accepted accounting principles applied on a consistent basis
\nthroughout the periods covered thereby, and the supporting schedules included or
\nincorporated by reference in the Registration Statement present fairly the
\ninformation required to be stated therein; the other financial information
\nincluded or incorporated by reference in the Registration Statement, the Time of
\nSale Information and the Prospectus has been derived from the accounting records
\nof the Company and its subsidiaries and presents fairly the information shown
\nthereby.<\/p>\n

(g) No Material Adverse Change.<\/em> Since the date of the most recent
\nconsolidated financial statements of the Company included or incorporated by
\nreference in the Registration Statement, the Time of Sale Information and the
\nProspectus, (i) there has not been any change in the capital stock or long-term
\ndebt of the Company or any of its subsidiaries, or any dividend or distribution
\nof any kind declared, set aside for payment, paid or made by the Company on any
\nclass of capital stock (except for share repurchases under publicly announced
\nstock repurchase programs authorized by the Board of Directors of the Company
\nprior to the date hereof and the issuance of shares pursuant to the Company153s
\nequity compensation plans), or any material adverse change, or any development
\ninvolving a prospective material adverse change, in or affecting the business,
\nproperties, management, financial position or results of operations of the
\nCompany and its subsidiaries taken as a whole; (ii) neither the Company nor any
\nof its subsidiaries has entered into any transaction or agreement that is
\nmaterial to the Company and its subsidiaries taken as a whole or incurred any
\nliability or obligation, direct or contingent, that is material to the Company
\nand its subsidiaries taken as a whole; and (iii) neither the Company nor any of
\nits subsidiaries has sustained any material loss or interference with its
\nbusiness from fire, explosion, flood or other calamity, whether or not covered
\nby insurance, or from any labor disturbance or dispute or any action, order or
\ndecree of any court or arbitrator or governmental or regulatory authority,
\nexcept in each of clauses (i), (ii) and (iii) as otherwise disclosed in the
\nRegistration Statement, the Time of Sale Information and the Prospectus.<\/p>\n

(h) Organization and Good Standing.<\/em> The Company and each of its
\n“significant subsidiaries,” as such term is defined in Rule 1-02 of Regulation
\nS-X under the Exchange Act, have been duly organized and are validly existing
\nand in good standing under the laws of their respective jurisdictions of
\norganization, are duly qualified to do business and are in good standing in each
\njurisdiction in which their respective ownership or lease of property or the
\nconduct of their respective businesses as currently conducted requires such
\nqualification, and have all power and authority necessary to own or hold their\n<\/p>\n<\/p>\n

6<\/p>\n<\/p>\n

\n

respective properties and to conduct the businesses in which they are
\ncurrently engaged, except where the failure to be in good standing or to be so
\nqualified or have such power or authority would not, individually or in the
\naggregate, have a material adverse effect on the business, properties,
\nmanagement, financial position or results of operations of the Company and its
\nsubsidiaries taken as a whole or on the performance by the Company of its
\nobligations under the Securities (a “Material Adverse Effect”). The subsidiaries
\nlisted in Schedule 2 to this Agreement are the only significant subsidiaries of
\nthe Company.<\/p>\n

(i) Capitalization.<\/em> The Company has an authorized capitalization as
\nset forth in the Registration Statement, the Time of Sale Information and the
\nProspectus under the heading “Capitalization” and all the outstanding shares of
\ncapital stock or other equity interests of each subsidiary of the Company
\n(except for directors153 qualifying shares or other nominal shares held by other
\nshareholders as required in certain jurisdictions) have been duly and validly
\nauthorized and issued, are fully paid and non-assessable and are owned directly
\nor indirectly by the Company, free and clear of any lien, charge, encumbrance,
\nsecurity interest, restriction on voting or transfer or any other claim of any
\nthird party.<\/p>\n

(j) Due Authorization.<\/em> The Company has full right, power and
\nauthority to execute and deliver this Agreement, the Securities and the
\nIndenture (collectively, the “Transaction Documents”) and to perform its
\nobligations hereunder and thereunder; and all action required to be taken for
\nthe due and proper authorization, execution and delivery of each of the
\nTransaction Documents and the consummation of the transactions contemplated
\nthereby has been duly and validly taken.<\/p>\n

(k) The Indenture. <\/em>The Indenture has been duly authorized by the
\nCompany and upon effectiveness of the Registration Statement was or will have
\nbeen duly qualified under the Trust Indenture Act and, when duly executed and
\ndelivered in accordance with its terms by each of the parties thereto, will
\nconstitute a valid and legally binding agreement of the Company enforceable
\nagainst the Company in accordance with its terms, except as enforceability may
\nbe limited by applicable bankruptcy, insolvency or similar laws affecting the
\nenforcement of creditors153 rights generally or by equitable principles relating
\nto enforceability (collectively, the “Enforceability Exceptions”).<\/p>\n

(l) The Securities<\/em>. The Securities have been duly authorized by the
\nCompany and, when duly executed, authenticated, issued and delivered as provided
\nin the Indenture and paid for as provided herein, will be duly and validly
\nissued and outstanding and will constitute valid and legally binding obligations
\nof the Company enforceable against the Company in accordance with their terms,
\nsubject to the Enforceability Exceptions, and will be entitled to the benefits
\nof the Indenture.<\/p>\n

(m) Underwriting Agreement<\/em>. This Agreement has been duly authorized,
\nexecuted and delivered by the Company.<\/p>\n<\/p>\n

7<\/p>\n<\/p>\n

\n

(n) Descriptions of the Transaction Documents<\/em>. Each Transaction
\nDocument conforms in all material respects to the description thereof contained
\nin the Registration Statement, the Time of Sale Information and the Prospectus.\n<\/p>\n

(o) No Violation or Default.<\/em> Neither the Company nor any of its
\nsignificant subsidiaries is (i) in violation of its charter or by-laws or
\nsimilar organizational documents; (ii) in default, and no event has occurred
\nthat, with notice or lapse of time or both, would constitute such a default, in
\nthe due performance or observance of any term, covenant or condition contained
\nin any indenture, mortgage, deed of trust, loan agreement or other agreement or
\ninstrument to which the Company or any of its significant subsidiaries is a
\nparty or by which the Company or any of its significant subsidiaries is bound or
\nto which any of the property or assets of the Company or any of its significant
\nsubsidiaries is subject; or (iii) in violation of any law or statute or any
\njudgment, order, rule or regulation of any court or arbitrator or governmental
\nor regulatory authority, except, in the case of each of clauses (ii) and
\n(iii) above, for any such default or violation that would not, individually or
\nin the aggregate, have a Material Adverse Effect.<\/p>\n

(p) No Conflicts. <\/em>The execution, delivery and performance by the
\nCompany of each of the Transaction Documents, the issuance and sale of the
\nSecurities and compliance by the Company with the terms thereof and the
\nconsummation of the transactions contemplated by the Transaction Documents will
\nnot (i) conflict with or result in a breach or violation of any of the terms or
\nprovisions of, or constitute a default under, or result in the creation or
\nimposition of any lien, charge or encumbrance upon any property or assets of the
\nCompany or any of its subsidiaries pursuant to, any indenture, mortgage, deed of
\ntrust, loan agreement or other agreement or instrument to which the Company or
\nany of its subsidiaries is a party or by which the Company or any of its
\nsubsidiaries is bound or to which any of the property or assets of the Company
\nor any of its subsidiaries is subject, (ii) result in any violation of the
\nprovisions of the charter or by-laws or similar organizational documents of the
\nCompany or any of its subsidiaries or (iii) result in the violation of any law
\nor statute or any judgment, order, rule or regulation of any court or arbitrator
\nor governmental or regulatory authority, except, in the case of each of clauses
\n(i) and (iii) above, for any such conflict, breach or violation that would not,
\nindividually or in the aggregate, reasonably be expected to have a Material
\nAdverse Effect.<\/p>\n

(q) No Consents Required<\/em>. No consent, approval, authorization,
\norder, registration or qualification of or with any court or arbitrator or
\ngovernmental or regulatory authority is required for the execution, delivery and
\nperformance by the Company of each of the Transaction Documents, the issuance
\nand sale of the Securities and compliance by the Company with the terms thereof
\nand the consummation of the transactions contemplated by the Transaction
\nDocuments, except for the registration of the Securities under the Securities
\nAct, the qualification of the Indenture under the Trust Indenture Act and such
\nconsents, approvals, authorizations, orders and registrations or qualifications
\nas may be required under applicable state securities laws in connection with the
\npurchase and distribution of the Securities by the Underwriters.<\/p>\n<\/p>\n

8<\/p>\n<\/p>\n

\n

(r) Legal Proceedings.<\/em> Except as described in the Registration
\nStatement, the Time of Sale Information and the Prospectus, there are no legal,
\ngovernmental or regulatory investigations, actions, suits or proceedings pending
\nto which the Company or any of its subsidiaries is or may be a party or to which
\nany property of the Company or any of its subsidiaries is or may be the subject
\n(collectively, “Actions or Proceedings”) that, individually or in the aggregate,
\nthe Company reasonably expects will have a Material Adverse Effect; no Action or
\nProceeding has been overtly threatened or, to the knowledge of the Company,
\ncontemplated by any governmental or regulatory authority or overtly threatened
\nby others that, individually or when aggregated with any other Action or
\nProceeding, the Company reasonably expects will have a Material Adverse Effect;
\nand (i) there are no current or pending legal, governmental or regulatory
\nactions, suits or proceedings that are required under the Securities Act to be
\ndescribed in the Registration Statement that are not so described in the
\nRegistration Statement, the Time of Sale Information and the Prospectus and
\n(ii) there are no statutes, regulations or contracts or other documents that are
\nrequired under the Securities Act to be filed as exhibits to the Registration
\nStatement or described in the Registration Statement or the Prospectus that are
\nnot so filed as exhibits to the Registration Statement or described in the
\nRegistration Statement, the Time of Sale Information and the Prospectus.<\/p>\n

(s) Independent Registered Public Accounting Firm.<\/em>
\nPricewaterhouseCoopers LLP, who have opined on certain financial statements of
\nthe Company and its subsidiaries, is an independent registered public accounting
\nfirm with respect to the Company and its subsidiaries within the applicable
\nrules and regulations adopted by the Commission and the Public Company
\nAccounting Oversight Board (United States) and as required by the Securities
\nAct.<\/p>\n

(t) Title to Real and Personal Property.<\/em> The Company and its
\nsubsidiaries have good and marketable title in fee simple to, or have valid
\nrights to lease or otherwise use, all items of real and personal property that
\nare material to the respective businesses of the Company and its subsidiaries,
\nin each case free and clear of all liens, encumbrances, claims and defects and
\nimperfections of title except those that (i) do not materially interfere with
\nthe use made and proposed to be made of such property by the Company and its
\nsubsidiaries or (ii) could not reasonably be expected, individually or in the
\naggregate, to have a Material Adverse Effect.<\/p>\n

(u) Title to Intellectual Property.<\/em> (i) To the knowledge of the
\nCompany, the Company and its subsidiaries own or possess adequate rights to use
\nall material patents, patent applications, trademarks, service marks, trade
\nnames, trademark registrations, service mark registrations, copyrights, licenses
\nand know-how (including trade secrets and other unpatented and\/or unpatentable
\nproprietary or confidential information, systems or procedures) necessary for
\nthe conduct of their respective businesses; and (ii) the conduct of their
\nrespective businesses will not conflict in any material respect with any such
\nrights of others, and the Company and its subsidiaries have not received any
\nnotice of any claim of infringement or conflict with any such rights of others,
\nexcept, in the case of each of clauses (i) and (ii), as would not, individually
\nor in the aggregate, reasonably be expected to have a Material Adverse Effect.\n<\/p>\n<\/p>\n

9<\/p>\n<\/p>\n

\n

(v) No Undisclosed Relationships.<\/em> No relationship, direct or
\nindirect, exists between or among the Company or any of its subsidiaries, on the
\none hand, and the directors, officers, stockholders, customers or suppliers of
\nthe Company or any of its subsidiaries, on the other, that is required by the
\nSecurities Act to be described in the Registration Statement and the Prospectus
\nand that is not so described in such documents and in the Time of Sale
\nInformation.<\/p>\n

(w) Investment Company Act.<\/em> The Company is not and, after giving
\neffect to the offering and sale of the Securities and the application of the
\nproceeds thereof as described in the Registration Statement, the Time of Sale
\nInformation and the Prospectus, will not be an required to register as
\n“investment company” or an entity “controlled” by an “investment company” within
\nthe meaning of the Investment Company Act of 1940, as amended, and the rules and
\nregulations of the Commission thereunder (collectively, “Investment Company
\nAct”).<\/p>\n

(x) Licenses and Permits.<\/em> The Company and its subsidiaries possess
\nall licenses, certificates, permits and other authorizations issued by, and have
\nmade all declarations and filings with, the appropriate federal, state, local or
\nforeign governmental or regulatory authorities that are necessary for the
\nownership or lease of their respective properties or the conduct of their
\nrespective businesses as described in the Registration Statement, the Time of
\nSale Information and the Prospectus (collectively, excluding such declarations
\nand filings, the “Company Licenses”), except where the failure to possess or
\nmake the same could not, individually or in the aggregate, reasonably be
\nexpected to have a Material Adverse Effect; and neither the Company nor any of
\nits subsidiaries (i) has received notice of any revocation or modification of
\nany Company License or (ii) has any reason to believe that any Company License
\nwill not be renewed in the ordinary course, except in the case of clauses
\n(i) and (ii) above, as described in the Registration Statement, the Time of Sale
\nInformation or the Prospectus or where such revocation, modification or
\nnon-renewal could not, individually or in the aggregate, reasonably be expected
\nto have a Material Adverse Effect.<\/p>\n

(y) No Labor Disputes.<\/em> No material labor disturbance by, or material
\ndispute with, employees of the Company or any of its subsidiaries exists or, to
\nthe knowledge of the Company, is contemplated or threatened and the Company is
\nnot aware of any existing or imminent labor disturbance by, or dispute with, the
\nemployees of any of its or its subsidiaries153 principal suppliers, contractors or
\ncustomers, except as could not, individually or in the aggregate, reasonably be
\nexpected to have a Material Adverse Effect.<\/p>\n

(z) Compliance with Environmental Laws.<\/em> (i) To the knowledge of the
\nCompany, the Company and its subsidiaries (x) are in compliance with applicable
\nfederal, state, local and foreign laws, rules, regulations, decisions and orders
\nrelating to the protection of human health and safety, the environment or
\nhazardous or toxic substances or wastes, pollutants or contaminants
\n(collectively, “Environmental Laws”); (y) have received and are in compliance
\nwith all permits, licenses, certificates or other<\/p>\n<\/p>\n

10<\/p>\n<\/p>\n

\n

authorizations or approvals required of them under applicable Environmental
\nLaws to conduct their respective businesses; and (z) have not received notice of
\nany actual or potential liability for the investigation or remediation of any
\ndisposal or release of hazardous or toxic substances or wastes, pollutants or
\ncontaminants, and (ii) there are no costs or liabilities associated with
\nEnvironmental Laws of or relating to the Company or its subsidiaries, except in
\nthe case of each of clauses (i) and (ii) above, for any such failure to comply,
\nor failure to receive required permits, licenses certificates or other
\nauthorizations or approvals, or cost or liability, as could not, individually or
\nin the aggregate, reasonably be expected to have a Material Adverse Effect.<\/p>\n

(aa) Compliance With ERISA.<\/em> Each employee benefit plan, within the
\nmeaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
\nas amended (“ERISA”), that is maintained, administered or contributed to by the
\nCompany or any of its affiliates for employees or former employees of the
\nCompany and its affiliates has been maintained in compliance with its terms and
\nthe requirements of any applicable statutes, orders, rules and regulations,
\nincluding but not limited to ERISA and the Internal Revenue Code of 1986, as
\namended (the “Code”), except as would not, individually or in the aggregate,
\nhave a Material Adverse Effect; no prohibited transaction, within the meaning of
\nSection 406 of ERISA or Section 4975 of the Code, has occurred with respect to
\nany such plan excluding transactions effected pursuant to a statutory or
\nadministrative exemption except as would not, individually or in the aggregate,
\nhave a Material Adverse Effect; and for defined benefit plan that is subject to
\nthe funding rules of Section 412 of the Code or Section 302 of ERISA, no
\n“accumulated funding deficiency” as defined in Section 412 of the Code has been
\nincurred, whether or not waived, and the fair market value of the assets of each
\nsuch plan (excluding for these purposes accrued but unpaid contributions)
\nexceeds the present value of all benefits accrued under such plan determined
\nusing reasonable actuarial assumptions except as would not, individually or in
\nthe aggregate, have a Material Adverse Effect.<\/p>\n

(bb) Disclosure Controls<\/em>. The Company maintains “disclosure controls
\nand procedures” (as defined in Rule 13a-15(e) of the Exchange Act) designed to
\nensure that information required to be disclosed by the Company in reports that
\nit files or submits under the Exchange Act is recorded, processed, summarized
\nand reported within the time periods specified in the Commission153s rules and
\nforms. The Company153s management (with the participation of its principal
\nexecutive officer and the principal financial officer) have evaluated the
\neffectiveness of the Company153s disclosure controls and procedures as of the end
\nof the period covered by the Company153s Annual Report on Form 10-K for the fiscal
\nyear ended July 31, 2010 and as of the end of the periods covered by the
\nCompany153s Quarterly Report on Form 10-Q for the periods ending October 30, 2010
\nand January 29, 2011, and its principal executive officer and principal
\nfinancial officer have concluded that such disclosure controls and procedures
\nare effective to ensure that information required to be disclosed by the Company
\nin reports that it files or submits under the Exchange Act is recorded,
\nprocessed, summarized and reported within the time periods specified in the
\nrules and forms of the Commission.<\/p>\n<\/p>\n

11<\/p>\n<\/p>\n

\n

(cc) Internal Control Over Financial Reporting.<\/em> The Company
\nmaintains “internal control over financial reporting” (as defined in Rule
\n13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange
\nAct and have been designed to provide reasonable assurance regarding the
\nreliability of financial reporting and the preparation of financial statements
\nfor external purposes in accordance with generally accepted accounting
\nprinciples. Except as disclosed in the Registration Statement, the Time of Sale
\nInformation and the Prospectus, there are no material weaknesses in the design
\nor operation of the Company153s internal control over financial reporting which
\nare reasonably likely to adversely affect the Company153s ability to record,
\nprocess, summarize and report financial information that have come to the
\nattention of the Company153s management.<\/p>\n

(dd) No Broker153s Fees.<\/em> Neither the Company nor any of its
\nsubsidiaries is a party to any contract, agreement or understanding with any
\nperson (other than this Agreement) that would give rise to a valid claim against
\nthe Company or any of its subsidiaries or any Underwriter for a brokerage
\ncommission, finder153s fee or like payment in connection with the offering and
\nsale of the Securities.<\/p>\n

(ee) No Registration Rights<\/em>. No person has the right to require the
\nCompany or any of its subsidiaries to register any securities for sale under the
\nSecurities Act by reason of the filing of the Registration Statement with the
\nCommission or the issuance and sale of the Securities.<\/p>\n

(ff) No Stabilization.<\/em> The Company has not taken, directly or
\nindirectly, any action designed to or that could reasonably be expected to cause
\nor result in any stabilization or manipulation of the price of the Securities.\n<\/p>\n

(gg) Margin Rules<\/em>. Neither the issuance, sale and delivery of the
\nSecurities nor the application of the proceeds thereof by the Company as
\ndescribed in the Registration Statement, the Time of Sale Information and the
\nProspectus will violate Regulation T, U or X of the Board of Governors of the
\nFederal Reserve System or any other regulation of such Board of Governors.<\/p>\n

(hh) Forward-Looking Statements.<\/em> No forward-looking statement
\n(within the meaning of Section 27A of the Securities Act and Section 21E of the
\nExchange Act) contained in the Registration Statement, the Time of Sale
\nInformation and the Prospectus has been made or reaffirmed without a reasonable
\nbasis or has been disclosed other than in good faith.<\/p>\n

(ii) Sarbanes-Oxley Act<\/em>. There is and has been no failure on the
\npart of the Company or any of the Company153s directors or officers, in their
\ncapacities as such, to comply in all material respects with any provision of the
\nSarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
\nconnection therewith (the “Sarbanes-Oxley Act”), including Section 402 related
\nto loans and Sections 302 and 906 related to certifications.<\/p>\n<\/p>\n

12<\/p>\n<\/p>\n

\n

(jj) Status Under the Securities Act<\/em>. The Company is not an
\nineligible issuer and is a well-known seasoned issuer, in each case as defined
\nin Rule 405 under the Securities Act, in each case at the times specified in the
\nSecurities Act in connection with the offering of the Securities. The Company
\nhas paid the registration fee for this offering pursuant to Rule 456(b)(1) under
\nthe Securities Act or will pay such fees within the time period required by such
\nrule (without giving effect to the proviso therein).<\/p>\n

4. Further Agreements of the Company<\/u>. The Company covenants and agrees
\nwith each Underwriter that:<\/p>\n

(a) Required Filings.<\/em> The Company will file the Prospectus with the
\nCommission within the time periods specified by Rule 424(b) and Rule 430A, 430B
\nor 430C under the Securities Act and will file any Issuer Free Writing
\nProspectus to the extent required by Rule 433 under the Securities Act; and the
\nCompany will furnish copies of the Prospectus and each Issuer Free Writing
\nProspectus (to the extent not previously delivered) to the Underwriters in New
\nYork City prior to 10:00 A.M., New York City time, on the business day next
\nsucceeding the date of this Agreement in such quantities as the Representatives
\nmay reasonably request. The Company has paid or will pay the registration fees
\nfor this offering within the time period required by Rule 456(b)(i) under the
\nSecurities Act.<\/p>\n

(b) Delivery of Copies.<\/em> The Company will deliver, without charge,
\n(i) to the Representatives, one facsimile copy of the Registration Statement as
\noriginally filed and each amendment thereto, in each case including all exhibits
\nand consents filed therewith; and (ii) to each Underwriter (A) a conformed copy
\nof the Registration Statement as originally filed and each amendment thereto, in
\neach case including all exhibits and consents filed therewith and (B) during the
\nProspectus Delivery Period (as defined below), as many copies of the Prospectus
\n(including all amendments and supplements thereto and documents incorporated by
\nreference therein) and each Issuer Free Writing Prospectus as the
\nRepresentatives may reasonably request. As used herein, the term “Prospectus
\nDelivery Period” means such period of time after the first date of the public
\noffering of the Securities as in the opinion of counsel for the Underwriters a
\nprospectus relating to the Securities is required by law to be delivered (or
\nrequired to be delivered but for Rule 172 under the Securities Act) in
\nconnection with sales of the Securities by any Underwriter or dealer.<\/p>\n

(c) Amendments or Supplements; Issuer Free Writing Prospectuses.<\/em>
\nBefore preparing, using, authorizing, approving, referring to or filing any
\nIssuer Free Writing Prospectus, and before filing any amendment or supplement to
\nthe Registration Statement or the Prospectus, whether before or after the time
\nthat the Registration Statement becomes effective the Company will furnish to
\nthe Representatives and counsel for the Underwriters a copy of the proposed
\nIssuer Free Writing Prospectus, amendment or supplement for review and will not
\nprepare, use, authorize, approve, refer to or file any such Issuer Free Writing
\nProspectus or file any such proposed amendment or supplement to which the
\nRepresentatives reasonably objects.<\/p>\n<\/p>\n

13<\/p>\n<\/p>\n

\n

(d) Notice to the Representatives.<\/em> The Company will advise the
\nRepresentatives promptly, and confirm such advice in writing, (i) when any
\namendment to the Registration Statement has been filed or becomes effective;
\n(ii) when any supplement to the Prospectus or any amendment to the Prospectus or
\nany Issuer Free Writing Prospectus has been filed; (iii) of any request by the
\nCommission for any amendment to the Registration Statement or any amendment or
\nsupplement to the Prospectus or the receipt of any comments from the Commission
\nrelating to the Registration Statement or any other request by the Commission
\nfor any additional information; (iv) of the issuance by the Commission of any
\norder suspending the effectiveness of the Registration Statement or preventing
\nor suspending the use of any Preliminary Prospectus or the Prospectus or the
\ninitiation or threatening of any proceeding for that purpose or pursuant to
\nSection 8A of the Securities Act; (v) of the occurrence of any event within the
\nProspectus Delivery Period as a result of which the Prospectus, the Time of Sale
\nInformation or any Issuer Free Writing Prospectus as then amended or
\nsupplemented would include any untrue statement of a material fact or omit to
\nstate a material fact required to be stated therein or necessary in order to
\nmake the statements therein, in the light of the circumstances existing when the
\nProspectus, the Time of Sale Information or any such Issuer Free Writing
\nProspectus is delivered to a purchaser, not misleading; (vi) of the receipt by
\nthe Company of any notice of objection of the Commission to the use of the
\nRegistration Statement or any post-effective amendment thereto pursuant to Rule
\n401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of
\nany notice with respect to any suspension of the qualification of the Securities
\nfor offer and sale in any jurisdiction or the initiation or threatening of any
\nproceeding for such purpose; and the Company will use its reasonable best
\nefforts to prevent the issuance of any such order suspending the effectiveness
\nof the Registration Statement, preventing or suspending the use of any
\nPreliminary Prospectus or the Prospectus or suspending any such qualification of
\nthe Securities and, if any such order is issued, will obtain as soon as possible
\nthe withdrawal thereof.<\/p>\n

(e) Ongoing Compliance.<\/em> (1) If during the Prospectus Delivery Period
\n(i) any event shall occur or condition shall exist as a result of which the
\nProspectus as then amended or supplemented would include any untrue statement of
\na material fact or omit to state any material fact required to be stated therein
\nor necessary in order to make the statements therein, in the light of the
\ncircumstances existing when the Prospectus is delivered to a purchaser, not
\nmisleading or (ii) it is necessary to amend or supplement the Prospectus to
\ncomply with law, the Company will promptly notify the Underwriters thereof and
\nforthwith prepare and, subject to paragraph (c) above, file with the Commission
\nand furnish to the Underwriters and to such dealers as the Representatives may
\ndesignate, such amendments or supplements to the Prospectus as may be necessary
\nso that the statements in the Prospectus as so amended or supplemented will not,
\nin the light of the circumstances existing when the Prospectus is delivered to a
\npurchaser, be misleading or so that the Prospectus will comply with law and
\n(2) if at any time prior to the Closing Date (i) any event shall occur or
\ncondition shall exist as a result of which the Time of Sale Information as then
\namended or supplemented would include any untrue statement of a material fact or
\nomit to state any<\/p>\n<\/p>\n

14<\/p>\n<\/p>\n

\n

material fact necessary in order to make the statements therein, in the light
\nof the circumstances, not misleading or (ii) it is necessary to amend or
\nsupplement the Time of Sale Information to comply with law, the Company will
\nimmediately notify the Underwriters thereof and forthwith prepare and, subject
\nto paragraph (c) above, file with the Commission (to the extent required) and
\nfurnish to the Underwriters and to such dealers as the Representatives may
\ndesignate, such amendments or supplements to the Time of Sale Information as may
\nbe necessary so that the statements in the Time of Sale Information as so
\namended or supplemented will not, in the light of the circumstances, be
\nmisleading or so that the Time of Sale Information will comply with law.<\/p>\n

(f) Blue Sky Compliance.<\/em> The Company will cooperate with the
\nRepresentatives and counsel for the Underwriters to qualify or register the
\nSecurities for offer and sale under, or obtain exemptions from the application
\nof, the securities or Blue Sky laws of such jurisdictions as the Representatives
\nshall reasonably request and will continue such qualifications in effect so long
\nas required for distribution of the Securities; provided<\/u> that the Company
\nshall not be required to (i) qualify as a foreign corporation or other entity or
\nas a dealer in securities in any such jurisdiction where it would not otherwise
\nbe required to so qualify, (ii) file any general consent to service of process
\nin any such jurisdiction or (iii) subject itself to taxation in any such
\njurisdiction if it is not otherwise so subject.<\/p>\n

(g) Earning Statement. <\/em>The Company will make generally available to
\nits security holders and the Representatives as soon as practicable an earning
\nstatement that satisfies the provisions of Section 11(a) of the Securities Act
\nand Rule 158 of the Commission promulgated thereunder covering a period of at
\nleast twelve months beginning with the first fiscal quarter of the Company
\noccurring after the “effective date” (as defined in Rule 158) of the
\nRegistration Statement.<\/p>\n

(h) Clear Market.<\/em> During the period from the date hereof through and
\nincluding the business day following the Closing Date, the Company will not,
\nwithout the prior written consent of the Representatives, offer, sell, contract
\nto sell or otherwise dispose of any debt securities issued or guaranteed by the
\nCompany and having a tenor of more than one year.<\/p>\n

(i) Use of Proceeds.<\/em> The Company will apply the net proceeds from
\nthe sale of the Securities as described in the Registration Statement, the Time
\nof Sale Information and the Prospectus under the heading “Use of Proceeds.”<\/p>\n

(j) No Stabilization.<\/em> The Company will not take, directly or
\nindirectly, any action designed to or that could reasonably be expected to cause
\nor result in any stabilization or manipulation of the price of the Securities.\n<\/p>\n

5. Certain Agreements of the Underwriters<\/u>. Each Underwriter hereby
\nrepresents and agrees that<\/p>\n<\/p>\n

15<\/p>\n<\/p>\n

\n

(a) It has not and will not use, authorize use of, refer to or participate in
\nthe planning for use of, any “free writing prospectus” as defined in Rule 405
\nunder the Securities Act (which term includes use of any written information
\nfurnished to the Commission by the Company and not incorporated by reference
\ninto the Registration Statement and any press release issued by the Company)
\nother than (i) a free writing prospectus that contains no “issuer information”
\n(as defined in Rule 433(h)(2) under the Securities Act) that was not included
\n(including through incorporation by reference) in the Preliminary Prospectus or
\na previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing
\nProspectus listed on Annex B or prepared pursuant to Section 3(c) or
\nSection 4(c) above or (iii) any free writing prospectus prepared by such
\nunderwriter and approved by the Company in advance in writing (each such free
\nwriting prospectus referred to in clauses (i) or (iii), an “Underwriter Free
\nWriting Prospectus”).<\/p>\n

(b) It has not and will not distribute any Underwriter Free Writing
\nProspectus referred to in clause (a)(i) in a manner reasonably designed to lead
\nto its broad unrestricted dissemination.<\/p>\n

(c) It has not used and will not use, without the prior written consent of
\nthe Company, any free writing prospectus that contains the final terms of the
\nSecurities unless such terms have previously been included in a free writing
\nprospectus filed with the Commission; provided<\/em> that Underwriters may
\nuse a term sheet substantially in the forms of Annex C-1, Annex C-2 and Annex
\nC-3 hereto without the consent of the Company.<\/p>\n

(d) In relation to each Member State of the European Economic Area which has
\nimplemented the Prospectus Directive (each, a “Relevant Member State”), with
\neffect from and including the date on which the Prospectus Directive is
\nimplemented in that Relevant Member State (the “Relevant Implementation Date”)
\nit has not made and will not make an offer of Securities to the public in that
\nRelevant Member State other than:<\/p>\n

(i) to any legal entity which is a qualified investor as defined in the
\nProspectus Directive;<\/p>\n

(ii) to fewer than 100 or, if the Relevant Member State has implemented the
\nrelevant provision of the 2010 PD Amending Directive, 150 natural or legal
\npersons (other than qualified investors as defined in the Prospectus Directive),
\nas permitted under the Prospectus Directive, subject to obtaining the prior
\nconsent of the representatives for any such offer; or<\/p>\n

(iii) in any other circumstances falling within Article 3(2) of the
\nProspectus Directive,<\/p>\n

provided that no such offer of Securities shall require the Company or any
\nUnderwriter to publish a prospectus pursuant to Article 3 of the Prospectus
\nDirective or supplement a prospectus pursuant to Article 16 of the Prospectus
\nDirective.<\/p>\n

For the purposes of this Section 5(d), (i) the expression an “offer of
\nSecurities to the public” in relation to any Securities in any Relevant Member
\nState means the<\/p>\n<\/p>\n

16<\/p>\n<\/p>\n

\n

communication in any form and by any means of sufficient information on the
\nterms of the offer and the Securities to be offered so as to enable an investor
\nto decide to purchase or subscribe the Securities, as the same may be varied in
\nthat Member State by any measure implementing the Prospectus Directive in that
\nMember State, (ii) the expression “Prospectus Directive” means Directive
\n2003\/71\/EC (and amendments thereto, including the 2010 PD Amending Directive, to
\nthe extent implemented in the Relevant Member State), and includes any relevant
\nimplementing measure in the Relevant Member State and (iii) the expression “2010
\nPD Amending Directive” means Directive 2010\/73\/EU.<\/p>\n

(e) It has only communicated or caused to be communicated and will only
\ncommunicate or cause to be communicated an invitation or inducement to engage in
\ninvestment activity (within the meaning of Section 21 of the Financial Services
\nand Markets Act 2000) in connection with the issue or sale of the Securities in
\ncircumstances in which Section 21(1) of such Act does not apply to the Company
\nand it has complied and will comply with all applicable provisions of such Act
\nwith respect to anything done by it in relation to any Securities in, from or
\notherwise involving the United Kingdom.<\/p>\n

(f) It will not offer or sell any Securities, directly or indirectly, in
\nJapan or to, or for the benefit of, any resident of Japan (which term as used in
\nthis Section 5(f) means any person resident in Japan, including any corporation
\nor other entity organized under the laws of Japan), or to others for re-offering
\nor resale, directly or indirectly, in Japan or to a resident of Japan, except
\npursuant to an exemption from the registration requirements of, and otherwise in
\ncompliance with, the Financial Instruments and Exchange Law and any other
\napplicable laws, regulations and ministerial guidelines of Japan.<\/p>\n

6. Conditions of Underwriters153 Obligations.<\/u> The obligation of each
\nUnderwriter to purchase Securities on the Closing Date as provided herein is
\nsubject to the performance by the Company of its covenants and other obligations
\nhereunder and to the following additional conditions:<\/p>\n

(a) Registration Compliance; No Stop Order.<\/em> No order suspending the
\neffectiveness of the Registration Statement shall be in effect, and no
\nproceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to
\nSection 8A under the Securities Act shall be pending before or threatened by the
\nCommission; the Prospectus and each Issuer Free Writing Prospectus shall have
\nbeen timely filed with the Commission under the Securities Act (in the case of
\nan Issuer Free Writing Prospectus, to the extent required by Rule 433 under the
\nSecurities Act) and in accordance with Section 4(a) hereof; and all requests by
\nthe Commission for additional information shall have been complied with to the
\nreasonable satisfaction of the Representatives.<\/p>\n

(b) Representations and Warranties.<\/em> The representations and
\nwarranties of the Company contained herein shall be true and correct at the Time
\nof Sale, on the<\/p>\n<\/p>\n

17<\/p>\n<\/p>\n

\n

date hereof and on and as of the Closing Date; and the statements of the
\nCompany and its officers made in any certificates delivered pursuant to this
\nAgreement shall be true and correct on and as of the Closing Date.<\/p>\n

(c) No Downgrade.<\/em> Subsequent to the execution and delivery of this
\nAgreement, (i) no downgrading shall have occurred in the rating accorded the
\nSecurities or any other debt securities or preferred stock of or guaranteed by
\nthe Company or any of its subsidiaries by any “nationally recognized statistical
\nrating organization” as such term is used by the Commission in relation to Rule
\n15c3-1(c)(2)(vi)(F) under the Exchange Act and (ii) no such organization shall
\nhave publicly announced that it has under surveillance or review, or has changed
\nits outlook with respect to, its rating of the Securities or of any other debt
\nsecurities or preferred stock of or guaranteed by the Company or any of its
\nsubsidiaries (other than an announcement with positive implications of a
\npossible upgrading).<\/p>\n

(d) No Material Adverse Change.<\/em> No event or condition of a type
\ndescribed in Section 3(g) hereof shall have occurred or shall exist, which event
\nor condition is not described in the Time of Sale Information (excluding any
\namendment or supplement thereto) and the Prospectus (excluding any amendment or
\nsupplement thereto) and the effect of which in the judgment of the
\nRepresentatives makes it impracticable or inadvisable to proceed with the
\noffering, sale or delivery of the Securities on the terms and in the manner
\ncontemplated by this Agreement, the Time of Sale Information and the Prospectus.\n<\/p>\n

(e) Officer153s Certificate.<\/em> The Representatives shall have received
\non and as of the Closing Date a certificate of an executive officer of the
\nCompany who has specific knowledge of the Company153s financial matters and is
\nsatisfactory to the Representatives (i) confirming that such officer has
\ncarefully reviewed the Registration Statement, the Time of Sale Information and
\nthe Prospectus and, to the best knowledge of such officer, the representations
\nset forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming
\nthat the other representations and warranties of the Company in this Agreement
\nare true and correct and that the Company has complied with all agreements and
\nsatisfied all conditions on its part to be performed or satisfied hereunder at
\nor prior to the Closing Date and (iii) to the effect set forth in paragraphs
\n(a), (c) and (d) above; provided<\/u> that such certificate shall be made on
\nbehalf of the Company solely in such officer153s capacity as an officer of the
\nCompany and not as an individual.<\/p>\n

(f) Comfort Letters.<\/em> On the date of this Agreement and on the
\nClosing Date, PricewaterhouseCoopers LLP shall have furnished to the
\nRepresentatives, at the request of the Company, letters, dated the respective
\ndates of delivery thereof and addressed to the Underwriters, in form and
\nsubstance reasonably satisfactory to the Representatives, containing statements
\nand information of the type customarily included in accountants153 “comfort
\nletters” to underwriters with respect to the financial statements and certain
\nfinancial information contained or incorporated by reference in the Registration
\nStatement, the Time of Sale Information and the Prospectus; provided<\/u><\/p>\n<\/p>\n

18<\/p>\n<\/p>\n

\n

that the letter delivered on the Closing Date shall use a “cut-off” date no
\nmore than three business days prior to the Closing Date.<\/p>\n

(g) Opinion of Counsel for the Company.<\/em> (i) Fenwick & West LLP,
\ncounsel for the Company, shall have furnished to the Representatives, at the
\nrequest of the Company, their written opinion, dated the Closing Date and
\naddressed to the Underwriters, in form and substance reasonably satisfactory to
\nthe Representatives, to the effect set forth in Annex A-1 hereto; and (ii) Mark
\nChandler, general counsel for the Company, shall have furnished to the
\nRepresentatives, at the request of the Company, his written opinion, dated the
\nClosing Date and addressed to the Underwriters, in form and substance reasonably
\nsatisfactory to the Representatives, to the effect set forth in Annex A-2
\nhereto.<\/p>\n

(h) Opinion of Counsel for the Underwriters.<\/em> The Representatives
\nshall have received on and as of the Closing Date an opinion of Davis Polk &
\nWardwell LLP, counsel for the Underwriters, with respect to such matters as the
\nRepresentatives may reasonably request, and such counsel shall have received
\nsuch documents and information as they may reasonably request to enable them to
\npass upon such matters.<\/p>\n

(i) No Legal Impediment to Issuance.<\/em> No action shall have been taken
\nand no statute, rule, regulation or order shall have been enacted, adopted or
\nissued by any federal, state or foreign governmental or regulatory authority
\nthat would, as of the Closing Date, prevent the issuance or sale of the
\nSecurities; and no injunction or order of any federal, state or foreign court
\nshall have been issued that would, as of the Closing Date, prevent the issuance
\nor sale of the Securities.<\/p>\n

(j) Good Standing<\/em>. The Representatives shall have received on and as
\nof the Closing Date satisfactory evidence of the good standing of the Company in
\nits jurisdiction of organization and its good standing as a foreign corporation
\nin such other jurisdictions as the Representatives may reasonably request, in
\neach case in writing or any standard form of telecommunication from the
\nappropriate governmental authorities of such jurisdictions.<\/p>\n

(k) Additional Documents.<\/em> On or prior to the Closing Date, the
\nCompany shall have furnished to the Representatives such further certificates
\nand documents as the Representatives may reasonably request.<\/p>\n

All opinions, letters, certificates and evidence mentioned above or elsewhere
\nin this Agreement shall be deemed to be in compliance with the provisions hereof
\nonly if they are in form and substance reasonably satisfactory to counsel for
\nthe Underwriters.<\/p>\n

7. Indemnification and Contribution<\/u>.<\/p>\n

(a) Indemnification of the Underwriters.<\/em> The Company agrees to
\nindemnify and hold harmless each Underwriter, its affiliates, directors and
\nofficers and each person, if any, who controls such Underwriter within the
\nmeaning of Section 15 of the<\/p>\n<\/p>\n

19<\/p>\n<\/p>\n

\n

Securities Act or Section 20 of the Exchange Act, from and against any and
\nall losses, claims, damages and liabilities (including, without limitation,
\nreasonable legal fees and other reasonable expenses incurred in connection with
\nany suit, action or proceeding or any claim asserted, as such fees and expenses
\nare incurred), joint or several, that arise out of, or are based upon, (i) any
\nuntrue statement or alleged untrue statement of a material fact contained in the
\nRegistration Statement or caused by any omission or alleged omission to state
\ntherein a material fact required to be stated therein or necessary in order to
\nmake the statements therein, not misleading, or (ii) any untrue statement or
\nalleged untrue statement of a material fact contained in the Prospectus (or any
\namendment or supplement thereto), any Issuer Free Writing Prospectus or any Time
\nof Sale Information, or caused by any omission or alleged omission to state
\ntherein a material fact necessary in order to make the statements therein, in
\nlight of the circumstances under which they were made, not misleading, in each
\nof clauses (i) and (ii) except insofar as such losses, claims, damages or
\nliabilities arise out of, or are based upon, any untrue statement or omission or
\nalleged untrue statement or omission made in reliance upon and in conformity
\nwith any information relating to any Underwriter furnished to the Company in
\nwriting by such Underwriter through the Representatives expressly for use
\ntherein.<\/p>\n

(b) Indemnification of the Company.<\/em> Each Underwriter agrees,
\nseverally and not jointly, to indemnify and hold harmless the Company, its
\ndirectors, its officers who signed the Registration Statement and each person,
\nif any, who controls the Company within the meaning of Section 15 of the
\nSecurities Act or Section 20 of the Exchange Act to the same extent as the
\nindemnity set forth in paragraph (a) above, but only with respect to any losses,
\nclaims, damages or liabilities (including, without limitation, reasonable legal
\nfees and other reasonable expenses incurred in connection with any suit, action
\nor proceeding or any claim asserted, as such fees and expenses are incurred),
\nthat arise out of, or are based upon, any untrue statement or omission or
\nalleged untrue statement or omission made in reliance upon and in conformity
\nwith any information relating to such Underwriter furnished to the Company in
\nwriting by such Underwriter through the Representatives expressly for use in the
\nRegistration Statement, the Prospectus (or any amendment or supplement thereto),
\nany Issuer Free Writing Prospectus or any Time of Sale Information, it being
\nunderstood and agreed that the only such information furnished by the
\nUnderwriters consists of the following: the third and sixth full paragraphs
\nunder the caption “Underwriting” in the Time of Sale Information and the
\nProspectus.<\/p>\n

(c) Notice and Procedures.<\/em> If any suit, action, proceeding
\n(including any governmental or regulatory investigation), claim or demand shall
\nbe brought or asserted against any person in respect of which indemnification
\nmay be sought pursuant to either paragraph (a) or (b) above, such person (the
\n“Indemnified Person”) shall promptly notify the person against whom such
\nindemnification may be sought (the “Indemnifying Person”) in writing;
\nprovided<\/u> that the failure to notify the Indemnifying Person shall not
\nrelieve it from any liability that it may have under this Section 7 except to
\nthe extent that it has been materially prejudiced (through the forfeiture of
\nsubstantive rights or defenses) by such failure; and provided<\/u>,
\nfurther<\/u>, that the failure to notify the Indemnifying Person<\/p>\n<\/p>\n

20<\/p>\n<\/p>\n

\n

shall not relieve it from any liability that it may have to an Indemnified
\nPerson otherwise than under this Section 7. If any such proceeding shall be
\nbrought or asserted against an Indemnified Person and it shall have notified the
\nIndemnifying Person thereof, the Indemnifying Person shall retain counsel
\nreasonably satisfactory to the Indemnified Person (who shall not, without the
\nconsent of the Indemnified Person, be counsel to the Indemnifying Person) to
\nrepresent the Indemnified Person in such proceeding and shall pay the fees and
\nexpenses of such counsel related to such proceeding, as incurred. In any such
\nproceeding, any Indemnified Person shall have the right to retain its own
\ncounsel, but the fees and expenses of such counsel shall be at the expense of
\nsuch Indemnified Person unless (i) the Indemnifying Person and the Indemnified
\nPerson shall have mutually agreed to the contrary; or (ii) the Indemnifying
\nPerson has failed within a reasonable time to retain counsel reasonably
\nsatisfactory to the Indemnified Person. It is understood and agreed that the
\nIndemnifying Person shall not, in connection with any proceeding or related
\nproceeding in the same jurisdiction, be liable for the fees and expenses of more
\nthan one separate firm (in addition to any local counsel) for all Indemnified
\nPersons, and that all such fees and expenses shall be reimbursed as they are
\nincurred. Any such separate firm for any Underwriter, its affiliates, directors
\nand officers and any control persons of such Underwriter shall be designated in
\nwriting by the Representatives and any such separate firm for the Company, its
\ndirectors, its officers who signed the Registration Statement and any control
\npersons of the Company shall be designated in writing by the Company. The
\nIndemnifying Person shall not be liable for any settlement of any proceeding
\neffected without its written consent, but if settled with such consent or if
\nthere be a final judgment for the plaintiff, the Indemnifying Person agrees to
\nindemnify each Indemnified Person from and against any loss or liability by
\nreason of such settlement or judgment. Notwithstanding the foregoing sentence,
\nif at any time an Indemnified Person shall have requested that an Indemnifying
\nPerson reimburse the Indemnified Person for fees and expenses of counsel as
\ncontemplated by this paragraph, the Indemnifying Person shall be liable for any
\nsettlement of any proceeding effected without its written consent if (i) such
\nsettlement is entered into more than 30 days after receipt by the Indemnifying
\nPerson of such request and (ii) the Indemnifying Person shall not have
\nreimbursed the Indemnified Person in accordance with such request prior to the
\ndate of such settlement. No Indemnifying Person shall, without the written
\nconsent of the Indemnified Person, effect any settlement of any pending or
\nthreatened proceeding in respect of which any Indemnified Person is or could
\nhave been a party and indemnification could have been sought hereunder by such
\nIndemnified Person, unless such settlement (x) includes an unconditional release
\nof such Indemnified Person, in form and substance reasonably satisfactory to
\nsuch Indemnified Person, from all liability on claims that are the subject
\nmatter of such proceeding and (y) does not include any statement as to or any
\nadmission of fault, culpability or a failure to act by or on behalf of any
\nIndemnified Person.<\/p>\n

(d) Contribution.<\/em> If the indemnification provided for in paragraphs
\n(a) and (b) above is unavailable to an Indemnified Person or insufficient in
\nrespect of any losses, claims, damages or liabilities referred to therein, then
\neach Indemnifying Person under such paragraph, in lieu of indemnifying such
\nIndemnified Person thereunder, shall<\/p>\n<\/p>\n

21<\/p>\n<\/p>\n

\n

contribute to the amount paid or payable by such Indemnified Person as a
\nresult of such losses, claims, damages or liabilities (i) in such proportion as
\nis appropriate to reflect the relative benefits received by the Company on the
\none hand and the Underwriters on the other from the offering of the Securities
\nor (ii) if the allocation provided by clause (i) is not permitted by applicable
\nlaw, in such proportion as is appropriate to reflect not only the relative
\nbenefits referred to in clause (i) but also the relative fault of the Company on
\nthe one hand and the Underwriters on the other in connection with the statements
\nor omissions that resulted in such losses, claims, damages or liabilities, as
\nwell as any other relevant equitable considerations. The relative benefits
\nreceived by the Company on the one hand and the Underwriters on the other shall
\nbe deemed to be in the same respective proportions as the net proceeds (before
\ndeducting expenses) received by the Company from the sale of the Securities and
\nthe total underwriting discounts and commissions received by the Underwriters in
\nconnection therewith, in each case as set forth in the table on the cover of the
\nProspectus, bear to the aggregate offering price of the Securities. The relative
\nfault of the Company on the one hand and the Underwriters on the other shall be
\ndetermined by reference to, among other things, whether the untrue or alleged
\nuntrue statement of a material fact or the omission or alleged omission to state
\na material fact relates to information supplied by the Company or by the
\nUnderwriters and the parties153 relative intent, knowledge, access to information
\nand opportunity to correct or prevent such statement or omission.<\/p>\n

(e) Limitation on Liability.<\/em> The Company and the Underwriters agree
\nthat it would not be just and equitable if contribution pursuant to this
\nSection 7 were determined by pro<\/u> rata<\/u> allocation (even if the
\nUnderwriters were treated as one entity for such purpose) or by any other method
\nof allocation that does not take account of the equitable considerations
\nreferred to in paragraph (d) above. The amount paid or payable by an Indemnified
\nPerson as a result of the losses, claims, damages and liabilities referred to in
\nparagraph (d) above shall be deemed to include, subject to the limitations set
\nforth above, any legal or other expenses incurred by such Indemnified Person in
\nconnection with any such action or claim. Notwithstanding the provisions of this
\nSection 7, in no event shall an Underwriter be required to contribute any amount
\nin excess of the amount by which the total underwriting discounts and
\ncommissions received by such Underwriter with respect to the offering of the
\nSecurities exceeds the amount of any damages that such Underwriter has otherwise
\nbeen required to pay by reason of such untrue or alleged untrue statement or
\nomission or alleged omission. No person guilty of fraudulent misrepresentation
\n(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
\ncontribution from any person who was not guilty of such fraudulent
\nmisrepresentation. The Underwriters153 obligations to contribute pursuant to this
\nSection 7 are several in proportion to their respective purchase obligations
\nhereunder and not joint.<\/p>\n

(f) Non-Exclusive Remedies.<\/em> The remedies provided for in this
\nSection 7 are not exclusive and shall not limit any rights or remedies which may
\notherwise be available to any Indemnified Person at law or in equity.<\/p>\n<\/p>\n

22<\/p>\n<\/p>\n

\n

8. Effectiveness of Agreement<\/u>. This Agreement shall become effective
\nupon the execution and delivery hereof by the parties hereto.<\/p>\n

9. Termination<\/u>. This Agreement may be terminated in the absolute
\ndiscretion of the Representatives, by notice to the Company, if after the
\nexecution and delivery of this Agreement and prior to the Closing Date
\n(i) trading generally shall have been suspended or materially limited on the New
\nYork Stock Exchange or the Nasdaq Global Select Market; (ii) trading of any
\nsecurities issued or guaranteed by the Company shall have been suspended on any
\nexchange or in any over-the-counter market; (iii) a general moratorium on
\ncommercial banking activities shall have been declared by federal or New York
\nState authorities; (iv) there shall have occurred any outbreak or escalation of
\nhostilities or any change in financial markets or any calamity or crisis, either
\nwithin or outside the United States, that, in the judgment of the
\nRepresentatives, is material and adverse and makes it impracticable or
\ninadvisable to proceed with the offering, sale or delivery of the Securities on
\nthe terms and in the manner contemplated by this Agreement, the Time of Sale
\nInformation and the Prospectus; or (v) the representation in Section 3(b) is
\nincorrect in any respect.<\/p>\n

10. Defaulting Underwriter<\/u>. (a) If, on the Closing Date, any
\nUnderwriter defaults on its obligation to purchase the Securities that it has
\nagreed to purchase hereunder, the non-defaulting Underwriters may in their
\ndiscretion arrange for the purchase of such Securities by other persons
\nsatisfactory to the Company on the terms contained in this Agreement. If, within
\n36 hours after any such default by any Underwriter, the non-defaulting
\nUnderwriters do not arrange for the purchase of such Securities, then the
\nCompany shall be entitled to a further period of 36 hours within which to
\nprocure other persons satisfactory to the non-defaulting Underwriters to
\npurchase such Securities on such terms. If other persons become obligated or
\nagree to purchase the Securities of a defaulting Underwriter, either the
\nnon-defaulting Underwriters or the Company may postpone the Closing Date for up
\nto five full business days in order to effect any changes that in the opinion of
\ncounsel for the Company or counsel for the Underwriters may be necessary in the
\nRegistration Statement and the Prospectus or in any other document or
\narrangement, and the Company agrees to promptly prepare any amendment or
\nsupplement to the Registration Statement and the Prospectus that effects any
\nsuch changes. As used in this Agreement, the term “Underwriter” includes, for
\nall purposes of this Agreement unless the context otherwise requires, any person
\nnot listed in Schedule 1 hereto that, pursuant to this Section 10, purchases
\nSecurities that a defaulting Underwriter agreed but failed to purchase.<\/p>\n

(b) If, after giving effect to any arrangements for the purchase of the
\nSecurities of a defaulting Underwriter or Underwriters by the non-defaulting
\nUnderwriters and the Company as provided in paragraph (a) above, the aggregate
\nprincipal amount of such Securities that remains unpurchased does not exceed
\none-eleventh of the aggregate principal amount of all the Securities, then the
\nCompany shall have the right to require each non-defaulting Underwriter to
\npurchase the principal amount of Securities that such Underwriter agreed to
\npurchase hereunder plus such Underwriter153s pro<\/u> rata<\/u> share (based
\non the principal amount of Securities that such Underwriter agreed to purchase\n<\/p>\n<\/p>\n

23<\/p>\n<\/p>\n

\n

hereunder) of the Securities of such defaulting Underwriter or Underwriters
\nfor which such arrangements have not been made.<\/p>\n

(c) If, after giving effect to any arrangements for the purchase of the
\nSecurities of a defaulting Underwriter or Underwriters by the non-defaulting
\nUnderwriters and the Company as provided in paragraph (a) above, the aggregate
\nprincipal amount of such Securities that remains unpurchased exceeds
\none-eleventh of the aggregate principal amount of all the Securities, or if the
\nCompany shall not exercise the right described in paragraph (b) above, then this
\nAgreement shall terminate without liability on the part of the non-defaulting
\nUnderwriters. Any termination of this Agreement pursuant to this Section 10
\nshall be without liability on the part of the Company, except that the Company
\nwill continue to be liable for the payment of expenses as set forth in
\nSection 11 hereof and except that the provisions of Section 7 hereof shall not
\nterminate and shall remain in effect.<\/p>\n

(d) Nothing contained herein shall relieve a defaulting Underwriter of any
\nliability it may have to the Company or any non-defaulting Underwriter for
\ndamages caused by its default.<\/p>\n

11. Payment of Expenses.<\/u> (a) Whether or not the transactions
\ncontemplated by this Agreement are consummated or this Agreement is terminated,
\nthe Company will pay or cause to be paid all costs and expenses incident to the
\nperformance of its obligations hereunder, including without limitation, (i) the
\ncosts incident to the authorization, issuance, sale, preparation and delivery of
\nthe Securities and any taxes payable in that connection; (ii) the costs incident
\nto the preparation, printing and filing under the Securities Act of the
\nRegistration Statement, the Preliminary Prospectus, any Issuer Free Writing
\nProspectus, any Time of Sale Information and the Prospectus (including all
\nexhibits, amendments and supplements thereto) and the distribution thereof;
\n(iii) the costs of reproducing and distributing each of the Transaction
\nDocuments; (iv) the fees and expenses of the Company153s counsel and independent
\naccountants; (v) the fees and expenses incurred in connection with the
\nregistration or qualification and determination of eligibility for investment of
\nthe Securities under the laws of such jurisdictions as the Representatives may
\ndesignate and the preparation, printing and distribution of a Blue Sky
\nMemorandum (including the related reasonable fees and expenses of counsel for
\nthe Underwriters); (vi) any fees charged by rating agencies for rating the
\nSecurities; (vii) the fees and expenses of the Trustee and any paying agent
\n(including related fees and expenses of any counsel to such parties); (viii) all
\nexpenses and application fees incurred in connection with any filing with, and
\nclearance of the offering by, the Financial Industry Regulatory Authority; and
\n(ix) all expenses incurred by the Company in connection with any “road show”
\npresentation to potential investors.<\/p>\n

(b) If (i) the Company fails to satisfy the conditions under Section 6 (other
\nthan delivery of the opinion of counsel for the Underwriters pursuant to
\nparagraph 6(h)); (ii) this Agreement is terminated pursuant to Section 9(ii),
\n(iii) this Agreement is terminated pursuant to Section 9(v) (other than if the
\nCompany and the Underwriters subsequently enter into another agreement for the
\nUnderwriters to underwrite the same or<\/p>\n<\/p>\n

24<\/p>\n<\/p>\n

\n

substantially similar securities of the Company); or (iv) the Company for any
\nreason fails to tender the Securities for delivery to the Underwriters, the
\nCompany agrees to reimburse the Underwriters for all out-of-pocket costs and
\nexpenses (including the fees and expenses of their counsel) reasonably incurred
\nby the Underwriters in connection with this Agreement and the offering
\ncontemplated hereby.<\/p>\n

12. Persons Entitled to Benefit of Agreement<\/u>. This Agreement shall
\ninure to the benefit of and be binding upon the parties hereto and their
\nrespective successors and the officers and directors and any controlling persons
\nreferred to herein, and the affiliates of each Underwriter referred to in
\nSection 7 hereof. Nothing in this Agreement is intended or shall be construed to
\ngive any other person any legal or equitable right, remedy or claim under or in
\nrespect of this Agreement or any provision contained herein. No purchaser of
\nSecurities from any Underwriter shall be deemed to be a successor merely by
\nreason of such purchase.<\/p>\n

13. Survival<\/u>. The respective indemnities, rights of contribution,
\nrepresentations, warranties and agreements of the Company and the Underwriters
\ncontained in this Agreement or made by or on behalf of the Company or the
\nUnderwriters pursuant to this Agreement or any certificate delivered pursuant
\nhereto shall survive the delivery of and payment for the Securities and shall
\nremain in full force and effect, regardless of any termination of this Agreement
\nor any investigation made by or on behalf of the Company or the Underwriters.\n<\/p>\n

14. Certain Defined Terms<\/u>. For purposes of this Agreement, (a) except
\nwhere otherwise expressly provided, the term “affiliate” has the meaning set
\nforth in Rule 405 under the Securities Act; (b) the term “business day” means
\nany day other than a day on which banks are permitted or required to be closed
\nin New York City; and (c) the term “subsidiary” means “majority-owned
\nsubsidiary” as defined under Rule 405 of the Securities Act.<\/p>\n

15. Patriot Act.<\/u> In accordance with the requirements of the USA
\nPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
\nthe Underwriters are required to obtain, verify and record information that
\nidentifies their respective clients, including the Company, which information
\nmay include the name and address of their respective clients, as well as other
\ninformation that will allow the Underwriters to properly identify their
\nrespective clients.<\/p>\n

16. Miscellaneous<\/u>. (a) Authority of the Representatives.<\/em> Any
\naction by the Underwriters hereunder may be taken by the Representatives on
\nbehalf of the Underwriters, and any such action taken by the Representatives
\nshall be binding upon the Underwriters.<\/p>\n

(b) Notices.<\/em> All notices and other communications hereunder shall be
\nin writing and shall be deemed to have been duly given if mailed or transmitted
\nand confirmed by any standard form of telecommunication. Notices to the
\nUnderwriters shall be given to the Representatives c\/o Goldman, Sachs & Co.,
\n200 West Street, New<\/p>\n<\/p>\n

25<\/p>\n<\/p>\n

\n

York, New York 10282, Attn: Registration Department; c\/o J.P. Morgan
\nSecurities LLC, 383 Madison Avenue, New York, NY 10179, Attn: High Grade
\nSyndicate Desk, 3rd<\/sup> Fl. (Fax: (212) 834-6081); and c\/o Merrill Lynch,
\nPierce, Fenner & Smith Incorporated, One Bryant Park NY1-100-18-01, New
\nYork, New York 10036 (Fax: (212) 548-8511); Attention: High Grade Debt Capital
\nMarkets Transaction Management\/Legal. Notices to the Company shall be given to
\nit at 170 West Tasman Drive, San Jose, California 95134-1706 (fax:
\n <\/u> or <\/u>); Attention: Roger Biscay (Vice
\nPresident, Treasurer and Global Risk Management); with a copy to Mark Chandler
\n(Senior Vice President, Legal Services, General Counsel and Secretary) (fax:
\n <\/u> or <\/u>).<\/p>\n

(c) Governing Law.<\/em> This Agreement shall be governed by and construed
\nin accordance with the laws of the State of New York.<\/p>\n

(d) Counterparts.<\/em> This Agreement may be signed in counterparts
\n(which may include counterparts delivered by any standard form of
\ntelecommunication), each of which shall be an original and all of which together
\nshall constitute one and the same instrument.<\/p>\n

(e) Amendments or Waivers.<\/em> No amendment or waiver of any provision
\nof this Agreement, nor any consent or approval to any departure therefrom, shall
\nin any event be effective unless the same shall be in writing and signed by the
\nparties hereto.<\/p>\n

(f) Headings.<\/em> The headings herein are included for convenience of
\nreference only and are not intended to be part of, or to affect the meaning or
\ninterpretation of, this Agreement.<\/p>\n<\/p>\n

26<\/p>\n<\/p>\n

\n

If the foregoing is in accordance with your understanding, please indicate
\nyour acceptance of this Agreement by signing in the space provided below.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

CISCO SYSTEMS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Roger Biscay<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Roger Biscay<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President, Treasurer and Global<\/p>\n

Risk Management<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Accepted: March 9, 2011<\/p>\n

GOLDMAN, SACHS & CO.<\/p>\n

J.P. MORGAN SECURITIES LLC<\/p>\n

MERRILL LYNCH, PIERCE, FENNER & SMITH<\/p>\n

INCORPORATED<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

GOLDMAN, SACHS & CO.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For itself and on behalf of the several Underwriters listed in Schedule 1
\nhereto.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

J.P. MORGAN SECURITIES LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Robert Bottamedi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Robert Bottamedi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For itself and on behalf of the several Underwriters listed in Schedule 1
\nhereto.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

MERRILL LYNCH, PIERCE, FENNER & SMITH<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

INCORPORATED<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Laurie Campbell<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Laurie Campbell<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For itself and on behalf of the several Underwriters listed in Schedule 1
\nhereto.<\/p>\n<\/p>\n

\n

Schedule 1 <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriter<\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount of
\nFloating Rate<\/p>\n

Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Principal Amount of
\n2014 Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Principal Amount of
\n2017 Notes<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

177,125,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

283,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

106,275,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

177,100,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

283,360,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

106,260,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

177,100,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

283,360,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

106,260,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

135,425,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

216,680,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

81,255,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Morgan Stanley & Co. Incorporated<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

135,425,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

216,680,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

81,255,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

135,425,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

216,680,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

81,255,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Barclays Capital Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

BB&T Capital Markets, a division of
\nScott & Stringfellow, LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

BNP Paribas Securities Corp.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Credit Agricole Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

HSBC Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ING Financial Markets LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

RBS Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Standard Chartered Bank<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

UBS Securities LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

28,400,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,440,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

17,040,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,250,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,000,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

750,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

Annex A-1 <\/strong><\/p>\n

Form of Opinion of Fenwick & West LLP<\/p>\n

(a) The Registration Statement is an “automatic shelf registration statement”
\nas defined under Rule 405 of the Securities Act; each of the Preliminary
\nProspectus and the Prospectus was filed with the Commission pursuant to the
\nsubparagraph of Rule 424(b) under the Securities Act specified in such opinion;
\nand to such counsel153s knowledge, based solely upon oral representations made to
\nsuch counsel by the Commission and the Company, no order suspending the
\neffectiveness of the Registration Statement has been issued, no notice of
\nobjection of the Commission to the use of such registration statement or any
\npost-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities
\nAct has been received by the Company and no proceeding for that purpose or
\npursuant to Section 8A of the Securities Act against the Company or in
\nconnection with the offering is pending or threatened by the Commission.<\/p>\n

(b) The Registration Statement, the Preliminary Prospectus and the Prospectus
\n(other than the financial statements and schedules and other financial and
\nstatistical data contained therein and that part of the Registration Statement
\nthat constitutes the Statement of Eligibility of the Trustee on Form T-1 under
\nthe Trust Indenture Act, as to which such counsel need express no opinion)
\nappeared on their face to be appropriately responsive in all material respects
\nwith the requirements of the Securities Act; and the Indenture appeared on its
\nface to be appropriately responsive in all material respects with the
\nrequirements of the Trust Indenture Act.<\/p>\n

(c) The Company has been duly organized and is validly existing and in good
\nstanding under the laws of the State of California, is duly qualified to do
\nbusiness and is in good standing in each United States jurisdiction in which its
\nownership or lease of property or the conduct of its business requires such
\nqualification, and has all corporate power and corporate authority necessary to
\nown or hold its properties and to conduct the businesses in which it is engaged,
\nexcept where the failure to be so qualified or have such corporate power or
\ncorporate authority would not, individually or in the aggregate, have a Material
\nAdverse Effect.<\/p>\n

(d) The Company has an authorized equity capitalization as set forth in the
\nRegistration Statement, the Time of Sale Information and the Prospectus under
\nthe heading “Capitalization.”<\/p>\n

(e) The Company has the corporate power and corporate authority to execute
\nand deliver each of the Transaction Documents and to perform its obligations
\nthereunder; and all action required to be taken by the Company153s Board of
\nDirectors and shareholders for the due and proper authorization, execution and
\ndelivery of each of the Transaction Documents and the consummation of the
\ntransactions provided for therein to be taken as of the Closing Date has been
\nduly and validly taken.<\/p>\n<\/p>\n

\n

(f) The Indenture has been duly authorized, executed and delivered by the
\nCompany and, assuming due execution and delivery thereof by the Trustee,
\nconstitutes a valid and legally binding agreement of the Company enforceable
\nagainst the Company in accordance with its terms, subject to the Enforceability
\nExceptions.<\/p>\n

(g) The Securities have been duly authorized, executed and delivered by the
\nCompany and, when duly authenticated as provided in the Indenture and paid for
\nas provided in this Agreement, will be duly and validly issued and outstanding
\nand will constitute valid and legally binding obligations of the Company
\nenforceable against the Company in accordance with their terms, subject to the
\nEnforceability Exceptions, and will be entitled to the benefits of the
\nIndenture.<\/p>\n

(h) This Agreement has been duly authorized, executed and delivered by the
\nCompany.<\/p>\n

(i) Each Transaction Document conforms in all material respects to the
\ndescription thereof contained in the Registration Statement, the Time of Sale
\nInformation and the Prospectus.<\/p>\n

(j) The execution, delivery and performance by the Company of each of the
\nTransaction Documents, the issuance and sale of the Securities and compliance by
\nthe Company with the terms thereof and the consummation of the transactions
\nprovided for in the Transaction Documents do not (i) result in a breach of any
\nof the terms or provisions of, or constitute a default under any indenture,
\nmortgage, deed of trust, loan agreement or other agreement or instrument to
\nwhich the Company or any of its subsidiaries is a party or by which the Company
\nor any of its subsidiaries is bound or to which any of the property or assets of
\nthe Company or any of its subsidiaries is subject that is specifically listed on
\nan attachment to such opinion, (ii) result in any violation of the provisions of
\nthe charter or by-laws of the Company or (iii) result in the violation of any
\nUnited States federal or California State law or statute or any judgment, order,
\nrule or regulation of any court or arbitrator or governmental or regulatory
\nauthority specifically naming the Company as being bound, except, in the case of
\neach of clauses (i) and (iii) above, for any such conflict, breach or violation
\nthat would not, individually or in the aggregate, reasonably be expected to have
\na Material Adverse Effect.<\/p>\n

(k) No consent, approval, authorization, order, registration or qualification
\nof or with any United States federal or California State court or arbitrator or
\ngovernmental or regulatory authority is required to be obtained or made by the
\nCompany for the Company to execute, deliver or perform, as of the Closing Date,
\neach of the Transaction Documents, to issue or sell the Securities as of the
\nClosing Date and for the Company to comply with the terms thereof and to
\nconsummate the transactions provided for in the Transaction Documents, except
\nfor (i) the registration of the Securities under the Securities Act, (ii) the
\nqualification of the Indenture under the Trust Indenture Act and (iii) such
\nconsents, approvals, authorizations, orders and registrations or qualifications
\nas may be required under applicable state securities laws in connection with the
\npurchase and distribution of the Securities by the Underwriters.<\/p>\n<\/p>\n

\n

(l) To the knowledge of such counsel, there are no governmental or regulatory
\ninvestigations, actions, suits or proceedings pending, or threatened in writing
\ndelivered to the Company, that are required under the Securities Act to be
\ndescribed in the Registration Statement and that are not so described in the
\nRegistration Statement, the Time of Sale Information and the Prospectus.<\/p>\n

(m) The descriptions in the Registration Statement, the Time of Sale
\nInformation and the Prospectus of statutes, governmental and regulatory
\nproceedings and contracts and other documents are accurate in all material
\nrespects. The statements in the Preliminary Prospectus and Prospectus under the
\nheading “Material United States Income Tax Considerations” and the statements
\nincorporated by reference in the Preliminary Prospectus and the Prospectus from
\nItem 3 of Part I of the Company153s Annual Report on Form 10-K for the year ended
\nJuly 31, 2010 to the extent that they constitute summaries of matters of law or
\ngovernmental regulation or legal conclusions, fairly summarize the matters
\ndescribed therein in all material respects.<\/p>\n

(n) The Company is not and, after giving effect to the offering and sale of
\nthe Securities and the application of the proceeds thereof as described in the
\nRegistration Statement, the Time of Sale Information and the Prospectus, will
\nnot be required to register as an “investment company” or an entity “controlled”
\nby an “investment company” within the meaning of the Investment Company Act.\n<\/p>\n

(o) The documents incorporated by reference in the Time of Sale Information
\nand the Prospectus (other than the financial statements and schedules and other
\nfinancial and statistical data therein, as to which such counsel need express no
\nopinion), when they were filed with the Commission appeared on their face to be
\nappropriately responsive in all material respects with the requirements of the
\nExchange Act and the rules and regulations of the Commission thereunder.<\/p>\n

(p) Neither the issuance, sale and delivery of the Securities nor the
\napplication of the proceeds thereof by the Company as described in the
\nProspectus will violate Regulation T, U or X of the Board of Governors of the
\nFederal Reserve System or any other regulation of such Board of Governors.<\/p>\n

Such counsel shall also state that they have participated in conferences with
\nrepresentatives of the Company and with representatives of its independent
\naccountants and counsel at which conferences the contents of the Registration
\nStatement, the Time of Sale Information and the Prospectus and any amendment and
\nsupplement thereto (including the documents incorporated by reference therein)
\nand related matters were discussed and, although such counsel assume no
\nresponsibility for the accuracy, completeness or fairness of the Registration
\nStatement, the Time of Sale Information, the Prospectus and any amendment or
\nsupplement thereto (except to the extent expressly provided above), nothing has
\ncome to the attention of such counsel to cause such counsel to believe that the
\nRegistration Statement, at the time of its effective date (including the
\ninformation, if any, deemed pursuant to Rule 430A, 430B or 430C to be<\/p>\n<\/p>\n

\n

part of the Registration Statement at the time of effectiveness), contained
\nany untrue statement of a material fact or omitted to state a material fact
\nrequired to be stated therein or necessary to make the statements therein not
\nmisleading, that the Time of Sale Information, at the Time of Sale contained any
\nuntrue statement of a material fact or omitted to state a material fact
\nnecessary to make the statements therein, in the light of the circumstances
\nunder which they were made, not misleading or that the Prospectus or any
\namendment or supplement thereto as of its date and the Closing Date contains any
\nuntrue statement of a material fact or omits to state a material fact necessary
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading (other than the financial statements and
\nschedules and other financial data contained therein and that part of the
\nRegistration Statement that constitutes the Statement of Eligibility of the
\nTrustee on Form T-1 under the Trust Indenture Act, as to which such counsel need
\nexpress no opinion).<\/p>\n

In rendering such opinion, such counsel may rely as to matters of fact on
\ncertificates of responsible officers of the Company and public officials that
\nare furnished to the Underwriters.<\/p>\n

The opinion of Fenwick & West LLP described above shall be rendered to
\nthe Underwriters at the request of the Company and shall so state therein.<\/p>\n<\/p>\n

\n

Annex A-2 <\/strong><\/p>\n

Form of In-House Counsel Opinion<\/p>\n

(a) To the knowledge of such counsel, except as described in the Registration
\nStatement, the Time of Sale Information and the Prospectus, there are no legal
\ninvestigations, actions, suits or proceedings pending to which the Company or
\nany of its subsidiaries is a party or to which any property of the Company or
\nany of its subsidiaries is the subject (collectively, “Actions”) that,
\nindividually or in the aggregate, the Company reasonably expects will have a
\nMaterial Adverse Effect; and no Action has been overtly threatened to the
\nCompany or, to the knowledge of such counsel, contemplated by any governmental
\nor regulatory authority or overtly threatened to the Company by others that,
\nindividually or when aggregated with any other Action, the Company reasonably
\nexpects will have a Material Adverse Effect.<\/p>\n

(b) To the knowledge of such counsel, (A) there are no current or pending
\nActions that are required under the Securities Act to be described in the
\nRegistration Statement and that are not so described in the Registration
\nStatement, the Time of Sale Information and the Prospectus and (B) there are no
\ncontracts and other documents that are required under the Securities Act to be
\nfiled as exhibits to the Registration Statement or described in the Registration
\nStatement or the Prospectus and that have not been so filed as exhibits to the
\nRegistration Statement or described in the Registration Statement, the Time of
\nSale Information and the Prospectus.<\/p>\n<\/p>\n

\n

Annex B <\/strong><\/p>\n

Time of Sale Information <\/strong><\/p>\n

Final Term Sheets filed as Free Writing Prospectuses on March 9, 2011
\nrelating to each series of Notes<\/p>\n<\/p>\n

\n

Annex C-1 <\/strong><\/p>\n

\n \"LOGO\"\n<\/p>\n

Pricing Term Sheet for Floating Rate Notes due 2014 <\/u>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer:<\/p>\n<\/td>\n

<\/td>\n\n

Cisco Systems, Inc.<\/p>\n<\/td>\n<\/tr>\n

\n

Ticker:<\/p>\n<\/td>\n

<\/td>\n\n

CSCO<\/p>\n<\/td>\n<\/tr>\n

\n

Ratings:<\/p>\n<\/td>\n

<\/td>\n\n

A1\/A+<\/p>\n<\/td>\n<\/tr>\n

\n

Security Type:<\/p>\n<\/td>\n

<\/td>\n\n

SEC Registered<\/p>\n<\/td>\n<\/tr>\n

\n

Size:<\/p>\n<\/td>\n

<\/td>\n\n

$ 1,250,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

March 14, 2014<\/p>\n<\/td>\n<\/tr>\n

\n

Coupon:<\/p>\n<\/td>\n

<\/td>\n\n

3-month LIBOR + 25 bps<\/p>\n<\/td>\n<\/tr>\n

\n

Price:<\/p>\n<\/td>\n

<\/td>\n\n

100.000%<\/p>\n<\/td>\n<\/tr>\n

\n

Denominations:<\/p>\n<\/td>\n

<\/td>\n\n

$2,000 and any integral multiple of $1,000 above that amount<\/p>\n<\/td>\n<\/tr>\n

\n

CUSIP\/ISIN:<\/p>\n<\/td>\n

<\/td>\n\n

17275R AL6 \/ US17275RAL69<\/p>\n<\/td>\n<\/tr>\n

\n

Trade Date:<\/p>\n<\/td>\n

<\/td>\n\n

March 9, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Pay Dates:<\/p>\n<\/td>\n

<\/td>\n\n

March 14, June 14, September 14 and December 14, commencing on June 14, 2011\n<\/p>\n<\/td>\n<\/tr>\n

\n

Settlement:<\/p>\n<\/td>\n

<\/td>\n\n

March 16, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Bookrunners:<\/p>\n<\/td>\n

<\/td>\n\n

Goldman, Sachs & Co.<\/p>\n

J.P. Morgan Securities LLC<\/p>\n

Merrill Lynch, Pierce, Fenner & Smith<\/p>\n

Incorporated<\/p>\n

Citigroup Global Markets Inc.<\/p>\n

Morgan Stanley & Co. Incorporated<\/p>\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Co-Managers:<\/p>\n<\/td>\n

<\/td>\n\n

Barclays Capital Inc.<\/p>\n

BB&T Capital Markets, a division of Scott & Stringfellow, LLC<\/p>\n

BNP Paribas Securities Corp.<\/p>\n

Credit Agricole Securities (USA) Inc.<\/p>\n

Credit Suisse Securities (USA) LLC<\/p>\n

Deutsche Bank Securities Inc.<\/p>\n

HSBC Securities (USA) Inc.<\/p>\n

ING Financial Markets LLC<\/p>\n

RBS Securities Inc.<\/p>\n

Standard Chartered Bank<\/p>\n

UBS Securities LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Standard Chartered Bank will not effect any offers or sales of any
\nnotes in the United States unless it is through one or more U.S. registered
\nbroker-dealers as permitted by the regulations of FINRA. <\/strong><\/p>\n

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market
\nare required to settle in three business days, unless the parties to a trade
\nexpressly agree otherwise. Accordingly, purchasers who wish to trade notes on
\nthe date of pricing or the next succeeding business day will be required, by
\nvirtue of the fact that the notes initially will settle in T+5, to specify
\nalternative settlement arrangements to prevent a failed settlement. <\/strong>\n<\/p>\n

A securities rating is not a recommendation to buy, sell or hold
\nsecurities and may be subject to revision or withdrawal at any time. <\/strong>\n<\/p>\n

The issuer has filed a registration statement (including a
\nprospectus) with the SEC for the offering to which this communication relates.
\nBefore you invest, you should read the prospectus in that registration statement
\nand other documents the issuer has filed with the SEC for more complete
\ninformation about the issuer and <\/strong><\/p>\n<\/p>\n

\n

this offering. You may get these documents for free by visiting
\nEDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
\nunderwriter or any dealer participating in the offering will arrange to send you
\nthe prospectus if you request it by (i) calling Goldman, Sachs & Co.
\ntoll-free 1-866-471-2526, (ii) calling J.P. Morgan Securities LLC collect at
\n(212) 834-4533, (iii) calling Merrill Lynch, Pierce, Fenner & Smith
\nIncorporated toll-free 1-800-294-1322, (iv) Citigroup Global Markets Inc.
\ntoll-free 1-877-858-5407, (v) Morgan Stanley & Co. Incorporated toll-free at
\n1-866-718-1649, (vi) Wells Fargo Securities, LLC toll-free at 1-800-326-5897.
\n<\/strong><\/p>\n<\/p>\n

\n

Annex C-2 <\/strong><\/p>\n

\n \"LOGO\"\n<\/p>\n

Pricing Term Sheet for 1.625% Senior Notes due 2014 <\/u>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer:<\/p>\n<\/td>\n

<\/td>\n\n

Cisco Systems, Inc.<\/p>\n<\/td>\n<\/tr>\n

\n

Ticker:<\/p>\n<\/td>\n

<\/td>\n\n

CSCO<\/p>\n<\/td>\n<\/tr>\n

\n

Ratings:<\/p>\n<\/td>\n

<\/td>\n\n

A1\/A+<\/p>\n<\/td>\n<\/tr>\n

\n

Security Type:<\/p>\n<\/td>\n

<\/td>\n\n

SEC Registered<\/p>\n<\/td>\n<\/tr>\n

\n

Size:<\/p>\n<\/td>\n

<\/td>\n\n

$ 2,000,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

March 14, 2014<\/p>\n<\/td>\n<\/tr>\n

\n

Coupon:<\/p>\n<\/td>\n

<\/td>\n\n

1.625%<\/p>\n<\/td>\n<\/tr>\n

\n

Price:<\/p>\n<\/td>\n

<\/td>\n\n

99.881%<\/p>\n<\/td>\n<\/tr>\n

\n

Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

1.250% due February 15, 2014<\/p>\n<\/td>\n<\/tr>\n

\n

Yield:<\/p>\n<\/td>\n

<\/td>\n\n

1.666%<\/p>\n<\/td>\n<\/tr>\n

\n

Spread:<\/p>\n<\/td>\n

<\/td>\n\n

+ 50 bps<\/p>\n<\/td>\n<\/tr>\n

\n

Treasury Security Yield:<\/p>\n<\/td>\n

<\/td>\n\n

1.166%<\/p>\n<\/td>\n<\/tr>\n

\n

Denominations:<\/p>\n<\/td>\n

<\/td>\n\n

$2,000 and any integral multiple of $1,000 above that amount<\/p>\n<\/td>\n<\/tr>\n

\n

CUSIP\/ISIN:<\/p>\n<\/td>\n

<\/td>\n\n

17275RAJ1 \/ US17275RAJ14<\/p>\n<\/td>\n<\/tr>\n

\n

Trade Date:<\/p>\n<\/td>\n

<\/td>\n\n

March 9, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Pay Dates:<\/p>\n<\/td>\n

<\/td>\n\n

March 14 and September 14, commencing on September 14, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Make-Whole:<\/p>\n<\/td>\n

<\/td>\n\n

T+ 10 bps<\/p>\n<\/td>\n<\/tr>\n

\n

Settlement:<\/p>\n<\/td>\n

<\/td>\n\n

March 16, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Bookrunners:<\/p>\n<\/td>\n

<\/td>\n\n

Goldman, Sachs & Co.<\/p>\n

J.P. Morgan Securities LLC<\/p>\n

Merrill Lynch, Pierce, Fenner & Smith<\/p>\n

Incorporated<\/p>\n

Citigroup Global Markets Inc.<\/p>\n

Morgan Stanley & Co. Incorporated<\/p>\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

Co-Managers:<\/p>\n<\/td>\n

<\/td>\n\n

Barclays Capital Inc.<\/p>\n

BB&T Capital Markets, a division of Scott & Stringfellow, LLC<\/p>\n

BNP Paribas Securities Corp.<\/p>\n

Credit Agricole Securities (USA) Inc.<\/p>\n

Credit Suisse Securities (USA) LLC<\/p>\n

Deutsche Bank Securities Inc.<\/p>\n

HSBC Securities (USA) Inc.<\/p>\n

ING Financial Markets LLC<\/p>\n

RBS Securities Inc.<\/p>\n

Standard Chartered Bank<\/p>\n

UBS Securities LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Standard Chartered Bank will not effect any offers or sales of any
\nnotes in the United States unless it is through one or more U.S. registered
\nbroker-dealers as permitted by the regulations of FINRA. <\/strong><\/p>\n

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market
\nare required to settle in three business days, unless the parties to a trade
\nexpressly agree otherwise. Accordingly, purchasers who wish to trade notes on
\nthe date of pricing or the next succeeding business day will be required, by
\nvirtue of the fact that the notes initially will settle in T+5, to specify
\nalternative settlement arrangements to prevent a failed settlement. <\/strong>\n<\/p>\n

A securities rating is not a recommendation to buy, sell or hold
\nsecurities and may be subject to revision or withdrawal at any time. <\/strong>\n<\/p>\n<\/p>\n

\n

The issuer has filed a registration statement (including a
\nprospectus) with the SEC for the offering to which this communication relates.
\nBefore you invest, you should read the prospectus in that registration statement
\nand other documents the issuer has filed with the SEC for more complete
\ninformation about the issuer and this offering. You may get these documents for
\nfree by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
\nissuer, any underwriter or any dealer participating in the offering will arrange
\nto send you the prospectus if you request it by (i) calling Goldman, Sachs &
\nCo. toll-free 1-866-471-2526, (ii) calling J.P. Morgan Securities LLC collect at
\n(212) 834-4533, (iii) calling Merrill Lynch, Pierce, Fenner & Smith
\nIncorporated toll-free 1-800-294-1322, (iv) Citigroup Global Markets Inc.
\ntoll-free 1-877-858-5407, (v) Morgan Stanley & Co. Incorporated toll-free at
\n1-866-718-1649, (vi) Wells Fargo Securities, LLC toll-free at 1-800-326-5897.
\n<\/strong><\/p>\n<\/p>\n

\n

Annex C-3 <\/strong><\/p>\n

\n \"LOGO\"\n<\/p>\n

Pricing Term Sheet for 3.150% Senior Notes due 2017 <\/u>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer:<\/p>\n<\/td>\n

<\/td>\n\n

Cisco Systems, Inc.<\/p>\n<\/td>\n<\/tr>\n

\n

Ticker:<\/p>\n<\/td>\n

<\/td>\n\n

CSCO<\/p>\n<\/td>\n<\/tr>\n

\n

Ratings:<\/p>\n<\/td>\n

<\/td>\n\n

A1\/A+<\/p>\n<\/td>\n<\/tr>\n

\n

Security Type:<\/p>\n<\/td>\n

<\/td>\n\n

SEC Registered<\/p>\n<\/td>\n<\/tr>\n

\n

Size:<\/p>\n<\/td>\n

<\/td>\n\n

$ 750,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

March 14, 2017<\/p>\n<\/td>\n<\/tr>\n

\n

Coupon:<\/p>\n<\/td>\n

<\/td>\n\n

3.150%<\/p>\n<\/td>\n<\/tr>\n

\n

Price:<\/p>\n<\/td>\n

<\/td>\n\n

99.767%<\/p>\n<\/td>\n<\/tr>\n

\n

Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

2.125% due February 29, 2016<\/p>\n<\/td>\n<\/tr>\n

\n

Yield:<\/p>\n<\/td>\n

<\/td>\n\n

3.193%<\/p>\n<\/td>\n<\/tr>\n

\n

Spread:<\/p>\n<\/td>\n

<\/td>\n\n

+ 105 bps<\/p>\n<\/td>\n<\/tr>\n

\n

Treasury Security Yield:<\/p>\n<\/td>\n

<\/td>\n\n

2.143%<\/p>\n<\/td>\n<\/tr>\n

\n

Denominations:<\/p>\n<\/td>\n

<\/td>\n\n

$2,000 and any integral multiple of $1,000 above that amount<\/p>\n<\/td>\n<\/tr>\n

\n

CUSIP\/ISIN:<\/p>\n<\/td>\n

<\/td>\n\n

17275R AK8 \/ US17275RAK86<\/p>\n<\/td>\n<\/tr>\n

\n

Trade Date:<\/p>\n<\/td>\n

<\/td>\n\n

March 9, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Pay Dates:<\/p>\n<\/td>\n

<\/td>\n\n

March 14 and September 14, commencing on September 14, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Make-Whole:<\/p>\n<\/td>\n

<\/td>\n\n

T+ 15 bps<\/p>\n<\/td>\n<\/tr>\n

\n

Settlement:<\/p>\n<\/td>\n

<\/td>\n\n

March 16, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Bookrunners:<\/p>\n<\/td>\n

<\/td>\n\n

Goldman, Sachs & Co.<\/p>\n

J.P. Morgan Securities LLC<\/p>\n

Merrill Lynch, Pierce, Fenner & Smith<\/p>\n

Incorporated<\/p>\n

Citigroup Global Markets Inc.<\/p>\n

Morgan Stanley & Co. Incorporated<\/p>\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Co-Managers:<\/p>\n<\/td>\n

<\/td>\n\n

Barclays Capital Inc.<\/p>\n

BB&T Capital Markets, a division of Scott & Stringfellow, LLC<\/p>\n

BNP Paribas Securities Corp.<\/p>\n

Credit Agricole Securities (USA) Inc.<\/p>\n

Credit Suisse Securities (USA) LLC<\/p>\n

Deutsche Bank Securities Inc.<\/p>\n

HSBC Securities (USA) Inc.<\/p>\n

ING Financial Markets LLC<\/p>\n

RBS Securities Inc.<\/p>\n

Standard Chartered Bank<\/p>\n

UBS Securities LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Standard Chartered Bank will not effect any offers or sales of any
\nnotes in the United States unless it is through one or more U.S. registered
\nbroker-dealers as permitted by the regulations of FINRA. <\/strong><\/p>\n

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market
\nare required to settle in three business days, unless the parties to a trade
\nexpressly agree otherwise. Accordingly, purchasers who wish to trade notes on
\nthe date of pricing or the next succeeding business day will be required, by
\nvirtue of the fact that the notes initially will settle in T+5, to specify
\nalternative settlement arrangements to prevent a failed settlement. <\/strong>\n<\/p>\n

A securities rating is not a recommendation to buy, sell or hold
\nsecurities and may be subject to revision or withdrawal at any time. <\/strong>\n<\/p>\n<\/p>\n

\n

The issuer has filed a registration statement (including a
\nprospectus) with the SEC for the offering to which this communication relates.
\nBefore you invest, you should read the prospectus in that registration statement
\nand other documents the issuer has filed with the SEC for more complete
\ninformation about the issuer and this offering. You may get these documents for
\nfree by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
\nissuer, any underwriter or any dealer participating in the offering will arrange
\nto send you the prospectus if you request it by (i) calling Goldman, Sachs &
\nCo. toll-free 1-866-471-2526, (ii) calling J.P. Morgan Securities LLC collect at
\n(212) 834-4533, (iii) calling Merrill Lynch, Pierce, Fenner & Smith
\nIncorporated toll-free 1-800-294-1322, (iv) Citigroup Global Markets Inc.
\ntoll-free 1-877-858-5407, (v) Morgan Stanley & Co. Incorporated toll-free at
\n1-866-718-1649, (vi) Wells Fargo Securities, LLC toll-free at 1-800-326-5897.
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