{"id":43799,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distribution-agreement-medium-term-notes-colgate-palmolive.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distribution-agreement-medium-term-notes-colgate-palmolive","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/distribution-agreement-medium-term-notes-colgate-palmolive.html","title":{"rendered":"Distribution Agreement – Medium-Term Notes – Colgate-Palmolive Co."},"content":{"rendered":"

COLGATE-PALMOLIVE<\/strong> COMPANY<\/strong>\n<\/p>\n

\n<\/p>\n

Medium-Term Notes, Series G<\/p>\n

\n

Due One Year or More from Date of Issue<\/p>\n

\n<\/p>\n

DISTRIBUTION AGREEMENT<\/p>\n

\n<\/p>\n

July 29, 2010<\/p>\n

\n<\/p>\n

BANC OF AMERICA SECURITIES LLC<\/p>\n<\/p>\n

One Bryant Park<\/p>\n<\/p>\n

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

CITIGROUP GLOBAL MARKETS INC.<\/p>\n<\/p>\n

388 Greenwich Street, 34th Floor<\/p>\n<\/p>\n

New York, New York 10013<\/p>\n<\/p>\n<\/p>\n

DEUTSCHE BANK SECURITIES INC.<\/p>\n<\/p>\n

60 Wall Street<\/p>\n<\/p>\n

New York, New York 10005<\/p>\n<\/p>\n<\/p>\n

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

200 West Street<\/p>\n<\/p>\n

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

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

383 Madison Avenue<\/p>\n<\/p>\n

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

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

One Bryant Park<\/p>\n<\/p>\n

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

MORGAN STANLEY & CO. INCORPORATED<\/p>\n<\/p>\n

1585 Broadway<\/p>\n<\/p>\n

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

Dear Sirs:<\/p>\n<\/p>\n<\/p>\n

Colgate-Palmolive Company, a Delaware corporation (the “Company”), confirms
\nits agreement with Banc of America Securities LLC (“BAS”), Citigroup Global
\nMarkets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“Deutsche Bank”),
\nGoldman, Sachs & Co. (“Goldman Sachs”), J.P. Morgan Securities Inc. (“J.P.
\nMorgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
\nLynch”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley” and,
\ntogether with BAS, Citigroup, Deutsche Bank, Goldman Sachs, J.P. Morgan and
\nMerrill Lynch, the “Agents”) with respect to the issue and sale by the Company
\nof its Medium-Term Notes, Series G, described herein (the “Notes”). The Notes
\nare to be issued pursuant to an indenture (as the same may be amended or
\nrestated from time to time, the “Indenture”) dated as of November 15, 1992
\nbetween the Company and The Bank of New York Mellon (formerly known as The Bank
\nof New York). The Bank of New York Mellon will act as trustee with respect to
\nthe Notes (the “Trustee”).<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Notes may be sold by the Company directly or to or through the Agents
\npursuant to the terms of this Agreement or to or through such other agent or
\nagents as may be designated by the Company from time to time pursuant to the
\nterms of any such other agreement containing substantially the same terms as
\nthis Agreement. The Company may from time to time, pursuant to an Officer153s
\nCertificate delivered to the Trustee pursuant to Section 301 of the Indenture
\n(with an original copy thereof delivered to the Agents), reduce the authorized
\naggregate principal amount of the Notes (but not below the aggregate principal
\namount of Notes previously issued under the Indenture) or authorize the issuance
\nof additional Notes, and such additional Notes may be distributed directly by
\nthe Company or to or through any agents designated by the Company, including the
\nAgents pursuant to the terms of this Agreement, all as though the issuance of
\nsuch Notes were authorized as of the date hereof.<\/p>\n<\/p>\n<\/p>\n

This Agreement provides both for the sale of Notes by the Company to one or
\nmore Agents as principal for resale to investors and other purchasers and for
\nthe sale of Notes by the Company directly to investors (as may from time to time
\nbe agreed to by the Company and the applicable Agent or Agents), in which case
\nthe applicable Agent or Agents will act as agent of the Company in soliciting
\noffers for the purchase of Notes.<\/p>\n<\/p>\n<\/p>\n

The Company has filed with the Securities and Exchange Commission (the
\n“Commission”) an “automatic shelf registration statement,” as defined under Rule
\n405 of the rules and regulations of the Commission under the Securities Act of
\n1933, as amended (the “1933 Act Regulations”) on Form S-3 (File No. 333-154923)
\nfor the registration of debt securities, including the Notes, under the
\nSecurities Act of 1933, as amended (the “1933 Act”), and the offering thereof
\nfrom time to time in accordance with Rule 415 of the 1933 Act Regulations. As of
\nany time, the various parts of such registration statement and any
\npost-effective amendment thereto, including all exhibits thereto, any
\ninformation in a form of prospectus, prospectus supplement and\/or pricing
\nsupplement that is deemed or retroactively deemed to be a part of such
\nregistration statement, as amended, pursuant to Rule 430B of the 1933 Act
\nRegulations (which information shall be considered to be included in such
\nregistration statement, as amended, as of the time specified in Rule 430B) that
\nhas not been superseded or modified and the documents incorporated by reference
\ntherein at the time such part of such registration statement became effective,
\nbut excluding Form T-1, each as amended at the time such part of such
\nregistration statement became effective, is hereinafter collectively called the
\n“Registration Statement.” “Registration Statement” without reference to a time
\nmeans such registration statement, as amended, as of the time of the first
\ncontract of sale for the Notes of a particular tranche, which time shall be
\nconsidered the “new effective date” of such registration statement, as amended,
\nwith respect to such Notes (within the meaning of Rule 430B(f)(2) of the 1933
\nAct Regulations).<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

The term “Base Prospectus” shall mean the base prospectus relating to the
\nvarious debt securities of the Company, including the Notes, included in the
\nRegistration Statement, in the form in which it has most recently been filed, or
\ntransmitted for filing, with the Commission on or prior to the date of this
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

The term “Prospectus” shall mean the Base Prospectus together with the
\nprospectus supplement relating to the Notes in the form most recently filed with
\nthe Commission pursuant to Rule 424(b) of the 1933 Act Regulations prior to the
\ndate of this Agreement<\/p>\n<\/p>\n<\/p>\n

The term “Statutory Prospectus” shall mean, collectively, (i) the Prospectus
\nand (ii) any preliminary pricing supplement used in connection with the Notes of
\na particular tranche, as filed by the Company with the Commission pursuant to
\nRule 424(b).<\/p>\n<\/p>\n<\/p>\n

A “preliminary prospectus” shall be deemed to refer to any prospectus used
\nbefore any acceptance by the Company of an offer for the purchase of Notes which
\nomitted information to be included upon pricing in a form of prospectus filed
\nwith the Commission pursuant to Rule 424(b) of the 1933 Act Regulations.<\/p>\n<\/p>\n<\/p>\n

“Applicable Time” means, with respect to Notes of particular tranche, the
\ntime agreed to by the Company and the applicable Agent(s) as the time of the
\npricing of the Notes of that tranche, which, unless otherwise agreed, shall be
\nthe time immediately after the Company and the Agent agree on the pricing terms
\nof such Notes.<\/p>\n<\/p>\n<\/p>\n

All references to the “Registration Statement”, the “Prospectus,” the
\n“Statutory Prospectus,” any “preliminary prospectus” or any Pricing Supplement
\n(as defined below under Section 3(c)) shall also be deemed to include all
\ndocuments incorporated therein by reference pursuant to the Securities Exchange
\nAct of 1934, as amended (the “1934 Act”), prior to any acceptance by the Company
\nof an offer for the purchase of Notes. For purposes of this Agreement, all
\nreferences to the Registration Statement, Prospectus, the Statutory Prospectus,
\nany preliminary prospectus, any Pricing Supplement or to any amendment or
\nsupplement thereto shall be deemed to include any copy filed with the Commission
\npursuant to its Electronic Data Gathering, Analysis and Retrieval system or any
\nsuccessor system (“EDGAR”).<\/p>\n<\/p>\n<\/p>\n

All references in this Agreement to financial statements and schedules and
\nother information which is “disclosed,” “contained,” “included” or “stated” (or
\nother references of like import) in the Registration Statement, the Prospectus,
\nthe Statutory Prospectus, any preliminary prospectus or any Pricing Supplement
\nshall be deemed to include all financial statements and schedules and other
\ninformation which is incorporated by reference in the Registration Statement,
\nthe Prospectus, the Statutory Prospectus, any preliminary prospectus or any
\nPricing Supplement, as the case may be; and all references in this agreement to
\namendments or supplements to the Registration Statement, the Prospectus, the
\nStatutory Prospectus, any preliminary prospectus or any Pricing Supplement shall
\nbe deemed to include the filing of any document under the 1934 Act which is
\nincorporated by reference in the Registration Statement, the Prospectus, the
\nStatutory Prospectus, any preliminary prospectus or any Pricing Supplement, as
\nthe case may be.<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

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

SECTION 1.<\/p>\n<\/td>\n

\n

Appointment as Agents<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(a) Appointment<\/u>. Subject to the terms and conditions stated herein and
\nsubject to the reservation by the Company of the right to sell Notes directly on
\nits own behalf or through such additional agents as it may appoint pursuant to
\nSection 18 hereof, the Company hereby agrees that Notes will be sold exclusively
\nto or through the Agents.<\/p>\n<\/p>\n<\/p>\n

(b) Sale of Notes<\/u>. The Company shall not sell or approve the
\nsolicitation of purchases of Notes in excess of the amount which shall be
\nauthorized by the Company from time to time or in excess of the principal amount
\nof Notes registered pursuant to the Registration Statement. The Agents will have
\nno responsibility for maintaining records with respect to the aggregate initial
\noffering price of Notes sold, or of otherwise monitoring the availability of
\nNotes for sale under the Registration Statement.<\/p>\n<\/p>\n<\/p>\n

(c) Purchases as Principal<\/u>. The Agents shall not have any obligation
\nto purchase Notes from the Company as principal. However, absent an agreement
\nbetween an Agent and the Company that such Agent shall be acting solely as an
\nagent for the Company, such Agent shall be deemed to be acting as principal in
\nconnection with any offering of Notes by the Company through such Agent.
\nAccordingly, the Agents, individually or in a syndicate, may agree from time to
\ntime to purchase Notes from the Company as principal for resale to investors and
\nother purchasers determined by such Agents. Any purchase of Notes from the
\nCompany by an Agent as principal shall be made in accordance with Section 3(a)
\nhereof.<\/p>\n<\/p>\n<\/p>\n

(d) Solicitations as Agent<\/u>. If agreed upon between an Agent and the
\nCompany, such Agent, acting solely as an agent for the Company and not as
\nprincipal, will use its reasonable efforts to solicit purchases of Notes. Such
\nAgent will communicate to the Company, orally or in writing, each offer for the
\npurchase of Notes solicited by such Agent on an agency basis other than those
\noffers rejected by such Agent. Such Agent shall have the right, in its
\ndiscretion reasonably exercised, to reject any proposed purchase of Notes, in
\nwhole or in part, and any such rejection shall not be deemed a breach of its
\nagreement contained herein. The Company may accept or reject any proposed
\npurchase of Notes, in whole or in part. Such Agent shall make reasonable efforts
\nto assist the Company in obtaining performance by each purchaser whose offer to
\npurchase Notes has been solicited by such Agent on an agency basis and accepted
\nby the Company. Such Agent shall not have any liability to the Company in the
\nevent that any such purchase is not consummated for any reason.<\/p>\n<\/p>\n<\/p>\n

(e) Reliance<\/u>. The Company and the Agents agree that any Notes
\npurchased by the Agents shall be purchased, and any Notes the placement of which
\nthe Agents arrange shall be placed, by the Agents in reliance on the
\nrepresentations, warranties, covenants and agreements of the Company contained
\nherein and on the terms and conditions and in the manner provided herein.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 2.<\/p>\n<\/td>\n

\n

Representations and Warranties<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(a) The Company represents and warrants to each Agent as of the date hereof,
\nas of the date of each acceptance by the Company of an offer for the purchase of
\nNotes (whether to one or more Agents as principal or through the Agents as
\nagents), as of the Applicable Time, as of the date of each delivery of Notes
\n(whether to one or more Agents as principal or through the Agents as agents)
\n(the date of each such delivery to one or more Agents as principal being
\nhereafter referred to as a “Settlement Date”), and as of any time that the
\nRegistration Statement or the Prospectus shall be amended or supplemented (other
\nthan by an amendment or supplement providing solely for the establishment of or
\na change in the interest rates, maturity or price of Notes or similar changes),
\nor there is filed with the Commission any document incorporated by reference
\ninto the Prospectus (other than any Current Report on Form 8-K relating
\nexclusively to the issuance of debt securities under the Registration Statement
\nother than the Notes) (each of the times referenced above being referred to
\nherein as a “Representation Date”) as follows:<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

(i) Registration Statement<\/u>. The Registration Statement has been filed
\nwith the Commission not earlier than three years prior to the date hereof; such
\nRegistration Statement and any post-effective amendment thereto, each in the
\nform heretofore delivered to, or to be delivered to, the Agents (excluding
\nexhibits thereto but including all documents incorporated by reference in the
\nProspectus (except for statements in such documents which are deemed under Rule
\n412 of the 1933 Act Regulations not to be incorporated by reference in the
\nProspectus)), became effective on filing pursuant to Rule 462(e) of the 1933 Act
\nRegulations; and no stop order suspending the effectiveness of the Registration
\nStatement, any post-effective amendment thereto or any part thereof has been
\nissued and no proceeding for that purpose has been initiated or, to the best of
\nthe knowledge of the Company, threatened by the Commission, and no notice of
\nobjection of the Commission to the use of the Registration Statement or any
\npost-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act
\nRegulations has been received by the Company.<\/p>\n<\/p>\n<\/p>\n

(ii) Prospectus<\/u>. No order preventing or suspending the use of the
\nProspectus has been issued by the Commission, and the Prospectus, at the time of
\nfiling thereof, conformed in all material respects to the requirements of the
\n1933 Act and the 1933 Act Regulations, and did not contain an untrue statement
\nof a material fact or omit to state a material fact required to be stated
\ntherein or necessary to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading; provided, however,
\nthat this representation and warranty shall not apply to statements in or
\nomissions from the Prospectus made in reliance upon and in conformity with
\nwritten information furnished to the Company by any Agent specifically for use
\ntherein; and each preliminary prospectus and the Prospectus delivered to the
\napplicable Agent(s) for use in connection with the offering of Notes are
\nidentical to any electronically transmitted copies thereof filed with the
\nCommission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
\nThe Company has filed the Prospectus pursuant to and in accordance with Rule
\n424(b) of the 1933 Act Regulations within the prescribed time period.<\/p>\n<\/p>\n<\/p>\n

(iii) Disclosure Package<\/u>. As of the Applicable Time, the Statutory
\nProspectus, the final term sheet relating to the Notes of a particular tranche
\nconstituting an Issuer Free Writing Prospectus (as defined below) and any
\nPermitted Free Writing Prospectus (as defined below under Section 4(p) hereof),
\nwhen considered together (collectively, the “Disclosure Package”), will not
\ninclude any untrue statement of a material fact or omit to state any material
\nfact necessary in order to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading. The preceding sentence
\nshall not apply to statements in or omissions from the Disclosure Package in
\nreliance upon and in conformity with written information furnished to the
\nCompany by any Agent specifically for use therein.<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

(iv) Issuer Free Writing Prospectus<\/u>. Each “Issuer Free Writing
\nProspectus,” as defined in Rule 433 of the 1933 Act Regulations, relating to the
\nNotes of a particular tranche in the form filed or required to be filed by the
\nCompany with the Commission or, if not required to be filed, in the form
\nretained in the Company153s records pursuant to Rule 433(g) (an “Issuer Free
\nWriting Prospectus”), as of its issue date and at all subsequent times through
\nthe completion of the public offer and sale of the Notes of the particular
\ntranche (which completion the lead Agent(s) shall promptly communicate to the
\nCompany) or until any earlier date that the Company notified or notifies the
\napplicable Agent(s) as described in Section 4(q) hereof, did not, does not and
\nwill not include any information that conflicted, conflicts or will conflict
\n(within the meaning of Rule 433(c)) with the information then contained in the
\nRegistration Statement, the Statutory Prospectus or the Prospectus; and each
\nsuch Issuer Free Writing Prospectus, as supplemented by and taken together with
\nthe Disclosure Package as of the Applicable Time, did not, does not and will not
\ninclude any untrue statement of a material fact or omit to state any material
\nfact necessary in order to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading. The preceding sentence
\nshall not apply to statements in or omissions from any Issuer Free Writing
\nProspectus in reliance upon and in conformity with written information furnished
\nto the Company by any Agent specifically for use therein.<\/p>\n<\/p>\n<\/p>\n

(v) Well-Known Seasoned Issuer; Ineligible Issuer; Automatic Shelf<\/u>.
\n(i) (A) At the time of filing the Registration Statement, (B) at the time of the
\nmost recent amendment thereto for the purposes of complying with Section
\n10(a)(3) of the 1933 Act (whether such amendment was by post-effective
\namendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1933
\nAct or form of prospectus), (C) at the time the Company or any person acting on
\nits behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933
\nAct Regulations) made any offer relating to the Notes in reliance on the
\nexemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof,
\nthe Company was and is a “well-known seasoned issuer,” as defined in Rule 405 of
\nthe 1933 Act Regulations (“Rule 405<\/u>“), including not having been and not
\nbeing an “ineligible issuer” as defined in Rule 405; and the Registration
\nStatement is an “automatic shelf registration statement,” as defined in Rule
\n405.<\/p>\n<\/p>\n<\/p>\n

(ii) At the time of filing the Registration Statement, at the earliest time
\nthereafter that the Company or another offering participant made a bona
\nfide<\/em> offer (within the meaning of Rule 164(h)(2) of the 1933 Act
\nRegulations) of the Notes and at the date hereof, the Company was not and is not
\nan “ineligible issuer,” as defined in Rule 405.<\/p>\n<\/p>\n<\/p>\n

(vi) Incorporated Documents<\/u>. The documents incorporated by reference
\nin the Registration Statement, the Prospectus or the Disclosure Package, when
\nthey became effective or were filed with the Commission, as the case may be,
\nconformed in all material respects to the requirements of the 1933 Act or the
\n1934 Act, as applicable, and the rules and regulations of the Commission
\nthereunder, and none of such documents contained an untrue statement of a
\nmaterial fact or omitted to state a material fact required to be stated therein
\nor necessary to make the statements therein not misleading; and any further
\ndocuments so filed and incorporated by reference in the Registration Statement,
\nthe Prospectus or the Disclosure Package or any further amendment or supplement
\nthereto, when such documents become effective or are filed with the Commission,
\nas the case may be, will conform in all material respects to the requirements of
\nthe 1933 Act or the 1934 Act, as applicable, and the rules and regulations of
\nthe Commission thereunder and will not contain an untrue statement of a material
\nfact or omit to state a material fact required to be stated therein or necessary
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading.<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n

(vii) Compliance<\/u>. The Registration Statement, the Prospectus and the
\nDisclosure Package conform, and any amendments or supplements to the
\nRegistration Statement, the Prospectus and the Disclosure Package will conform,
\nin all material respects to the requirements of the 1933 Act, the Trust
\nIndenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations
\nof the Commission thereunder, and do not and will not, as of the applicable
\neffective date as to the Registration Statement and any amendment thereto and as
\nof the applicable filing date as to the Prospectus and any amendment or
\nsupplement thereto, contain an untrue statement of a material fact or omit to
\nstate a material fact required to be stated therein or necessary to make the
\nstatements therein not misleading. The preceding sentence shall not apply to
\nstatements in or omissions from the Registration Statement, the Prospectus and
\nthe Disclosure Package made in reliance upon and in conformity with written
\ninformation furnished to the Company by any Agent specifically for use therein.\n<\/p>\n<\/p>\n<\/p>\n

(viii) No Material Changes<\/u>. Since the respective dates as of which
\ninformation is given in the Registration Statement, the Prospectus and the
\nDisclosure Package, there has not been any material change in the capital stock
\nor long-term debt of the Company or any of its Significant Subsidiaries (as
\ndefined in Rule 405 under the 1933 Act) (other than changes arising from funding
\nactivities which have not resulted in any material change in the Company153s
\nownership of such Significant Subsidiaries or in the long term debt of the
\nCompany and its subsidiaries taken as a whole) or any material adverse change,
\nor any development involving a prospective material adverse change, in or
\naffecting the general affairs, consolidated financial position or consolidated
\nresults of operations of the Company, otherwise than as set forth or
\ncontemplated in the Prospectus and the Disclosure Package.<\/p>\n<\/p>\n<\/p>\n

(ix) Due Incorporation, Good Standing and Due Qualification of the Company
\nand Significant Subsidiaries; Authorization of Agreements<\/u>. The Company (A)
\nhas been duly incorporated and is validly existing as a corporation in good
\nstanding under the laws of the State of Delaware, with corporate power and
\nauthority to own its properties and conduct its business as described in the
\nProspectus and the Disclosure Package, and has been duly qualified as a foreign
\ncorporation for the transaction of business and is in good standing under the
\nlaws of each other jurisdiction in which it owns or leases properties, or
\nconducts any business, so as to require such qualification, except where the
\nfailure to be so qualified would not have a material adverse effect on the
\nCompany and its subsidiaries taken as a whole; and each Significant Subsidiary
\nof the Company has been duly incorporated and is validly existing as a
\ncorporation and is in good standing under the laws of its jurisdiction of
\nincorporation, (B) has or, in the case of the Indenture, had the requisite
\ncorporate power and authority to execute and deliver this Agreement, any Terms
\nAgreement, the Indenture and the Notes and has the requisite corporate power and
\nauthority to perform its obligations hereunder and thereunder, and (C) has duly
\nauthorized, executed and delivered this Agreement and at the time of the
\nexecution of any Terms Agreement will have duly authorized, executed and
\ndelivered such Terms Agreement and this Agreement constitutes and any such Terms
\nAgreement will constitute the valid and binding agreement of the Company.<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n

(x) Validity of Notes<\/u>. When the Notes are issued and delivered
\npursuant to this Agreement, such Notes will have been duly authorized, executed,
\nauthenticated, issued and delivered and will constitute valid and legally
\nbinding obligations of the Company entitled to the benefits provided by the
\nIndenture; and the Indenture has been duly authorized by the Company and is duly
\nqualified under the 1939 Act and constitutes a valid and legally binding
\ninstrument, enforceable in accordance with its terms, subject to bankruptcy,
\ninsolvency, reorganization, moratorium and other laws of general applicability
\nrelating to or affecting creditors153 rights and to general equitable principles
\n(regardless of whether enforcement is considered in a proceeding in equity or at
\nlaw), and except further as enforcement thereof may be limited by requirements
\nthat a claim with respect to any debt securities issued under the Indenture that
\nare payable in a foreign or composite currency (or a foreign or composite
\ncurrency judgment in respect of such claim) be converted into U.S. dollars at a
\nrate of exchange prevailing on a date determined pursuant to applicable law or
\nby governmental authority to limit, delay or prohibit the making of payments
\noutside the United States of America (“United States”); and the Notes and the
\nIndenture will conform in all material respects to the descriptions thereof in
\nthe Prospectus and the Disclosure Package.<\/p>\n<\/p>\n<\/p>\n

(xi) Non-Contravention<\/u>. The issue and sale of the Notes by the Company
\nand the compliance by the Company with all of the provisions of this Agreement,
\nany Terms Agreement and the Indenture and the consummation of the transactions
\nherein and therein contemplated will not conflict with or result in a breach or
\nviolation of any of the terms or provisions of, or constitute a default under,
\nany indenture, mortgage, deed of trust, loan agreement or other agreement or
\ninstrument to which the Company or any of its subsidiaries is a party or by
\nwhich the Company or any of its subsidiaries is bound or to which any of the
\nproperty or assets of the Company or any of its subsidiaries is subject, which
\nconflict, breach or default would have a material adverse effect on the
\nconsolidated financial position or consolidated results of operations of the
\nCompany, nor will such action result in (A) any violation of the provisions of
\nthe Certificate of Incorporation or By-laws of the Company or any of its
\nsubsidiaries or (B) any violation of the provisions of any statute or any order,
\nrule or regulation of any court or governmental agency or body having
\njurisdiction over the Company or any of its subsidiaries or any of their
\nproperties, which violation in each case would have a material adverse effect on
\nthe consolidated financial position or consolidated results of operations of the
\nCompany; and no consent, approval, authorization, order, registration or
\nqualification of or with any such court or governmental agency or body is
\nrequired for the issue and sale of the Notes or the consummation by the Company
\nof the transactions contemplated by this Agreement, any Terms Agreement or the
\nIndenture, except such consents, approvals, authorizations, registrations or
\nqualifications as may be required under the 1933 Act and the 1939 Act or under
\nstate or foreign securities or Blue Sky laws.<\/p>\n<\/p>\n<\/p>\n

(xii) Absence of Proceedings<\/u>. Other than as set forth or contemplated
\nin the Prospectus and the Disclosure Package, there are no legal or governmental
\nproceedings pending to which the Company or any of its subsidiaries is a party
\nor of which any property of the Company or any of its subsidiaries is the
\nsubject, which are probable to result in an adverse determination and which, if
\ndetermined adversely to the Company or any of its subsidiaries, would
\nindividually or in the aggregate have a material adverse effect on the
\nconsolidated financial position or consolidated results of operations of the
\nCompany; and, to the best of the Company153s knowledge, no such proceedings are
\nthreatened or contemplated by governmental authorities or threatened by others.\n<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n

(xiii) Accountants<\/u>. PricewaterhouseCoopers LLP, who have certified
\ncertain financial statements of the Company and its consolidated subsidiaries,
\nare independent registered public accountants as required by the 1933 Act, the
\n1933 Act Regulations and rules and regulations adopted by the Public Company
\nAccounting Oversight Board (United States) (“PCAOB”).<\/p>\n<\/p>\n<\/p>\n

(xiv) Possession of Intellectual Property<\/u>. The Company and its
\nsubsidiaries own or possess, or can acquire on reasonable terms, the patents,
\npatent rights, licenses, invention, copyrights (including trade secrets and
\nother unpatented and\/or unpatentable proprietary or confidential information,
\nsystems or procedures), trademarks, service marks and trade names presently
\nemployed by them in connection with the businesses now operated by them, except
\nwhere the failure so to own or possess or have the ability to acquire would not
\nhave a material adverse effect on the consolidated financial position or
\nconsolidated results of operations of the Company, and neither the Company nor
\nany of its subsidiaries has received any notice of infringement of or conflict
\nwith asserted rights of others with respect to any of the foregoing which,
\nsingly or in the aggregate, if the subject of an unfavorable decision, ruling or
\nfinding, would result in any material adverse effect on the consolidated
\nfinancial position or consolidated results of operations of the Company.<\/p>\n<\/p>\n<\/p>\n

(xv) Investment Company Act<\/u>. The Company is not, and upon the issuance
\nand sale of the Notes as herein contemplated and the application of the net
\nproceeds therefrom as described in the Prospectus and the Disclosure Package
\nwill not be, an “investment company” within the meaning of the Investment
\nCompany Act of 1940, as amended (the “1940 Act”).<\/p>\n<\/p>\n<\/p>\n

(xvi) Ratings<\/u>. The Medium-Term Note Program under which the Notes are
\nissued (the “Program”), as well as the Notes, are rated Aa3 by Moody153s Investors
\nService, Inc. and AA- by Standard & Poor153s, a division of The McGraw-Hill
\nCompanies, Inc., or such other rating as to which the Company shall have most
\nrecently notified the Agents pursuant to Section 4(a) hereof.<\/p>\n<\/p>\n<\/p>\n

(xiv) Sarbanes-Oxley Compliance. <\/u>The Company is in material compliance
\nwith all applicable provisions of the Sarbanes-Oxley Act of 2002 and all rules
\nand regulations promulgated thereunder or implementing the provisions thereof.\n<\/p>\n<\/p>\n<\/p>\n

(b) Additional Certifications<\/u>. Any certificate signed by any director
\nor officer of the Company and delivered to one or more Agents or to counsel for
\nthe Agents in connection with an offering of Notes or the sale of Notes to one
\nor more of the Agents as principal or through an Agent as agent shall be deemed
\na representation and warranty by the Company to such Agent or Agents as to the
\nmatters covered thereby on the date of such certificate and, to the extent
\ncontemplated by such certificate, at each Representation Date subsequent
\nthereto.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 3.<\/p>\n<\/td>\n

\n

Purchases as Principals; Solicitations as Agents<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(a) Purchases as Principal<\/u>. Each sale of Notes to one or more Agents
\nas principal shall be made in accordance with the terms contained herein and, if
\nrequested by such Agent, pursuant to a separate agreement which will provide for
\nthe sale of such Notes to, and the purchase and reoffering thereof by, such
\nAgent or Agents. Each such separate agreement (which may be an oral agreement)
\nbetween one or more Agents and the Company, is herein referred to as a “Terms
\nAgreement”. Unless the context otherwise requires, each reference contained
\nherein to “this Agreement” shall be deemed to include any Terms Agreement
\nbetween the Company and one or more Agents. Each such Terms Agreement, whether
\noral or in writing, shall be with respect to such information (as applicable) as
\nis specified in Exhibit A hereto. An Agent153s commitment to purchase Notes as
\nprincipal shall be deemed to have been made on the basis of the representations
\nand warranties of the Company herein contained and shall be subject to the terms
\nand conditions herein set forth. Each Terms Agreement shall specify the
\nprincipal amount of Notes to be purchased by each Agent pursuant thereto, the
\nprice to be paid to the Company for such Notes (which, if not so specified in a
\nTerms Agreement, shall be at a discount equivalent to the applicable commission
\nset forth in Schedule A hereto), the time and place of delivery of and payment
\nfor such Notes, any provisions relating to rights of, and default by, purchasers
\nacting together with the Agents in the reoffering of the Notes, and such other
\nprovisions (including further terms of the Notes) as may be mutually agreed
\nupon. The Agents may utilize a selling or dealer group in connection with the
\nresale of the Notes purchased. Such Terms Agreement shall also specify whether
\nor not any of the officer153s certificate, opinions of counsel or comfort letter
\nspecified in Sections 7(b), 7(c) and 7(d) hereof shall be required to be
\ndelivered by the Company on the related Settlement Date.<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n

(b) Solicitations as Agents<\/u>. On the basis of the representations and
\nwarranties herein contained, but subject to the terms and conditions herein set
\nforth, when agreed by the Company and an Agent, such Agent, as an agent of the
\nCompany, will use its reasonable efforts to solicit offers to purchase the Notes
\nupon the terms and conditions set forth herein and in the Prospectus. All Notes
\nsold through the Agents as agents will be sold at 100% of their principal amount
\nunless otherwise agreed to by the Company and the Agents.<\/p>\n<\/p>\n<\/p>\n

The Company reserves the right, in its sole discretion, to suspend
\nsolicitation of purchases of the Notes through an Agent, as an agent of the
\nCompany, commencing at any time for any period of time or permanently. As soon
\nas practicable after receipt of instructions from the Company, such Agent will
\nforthwith suspend solicitation of purchases from the Company until such time as
\nthe Company has advised such Agent that such solicitation may be resumed.<\/p>\n<\/p>\n<\/p>\n

The Company agrees to pay each Agent a commission, in the form of a discount
\nor otherwise as agreed to by the Company and such Agent, equal to the applicable
\npercentage of the principal amount of each Note sold by the Company as a result
\nof a solicitation made by such Agent, as an agent of the Company, as set forth
\nin Schedule A<\/u> hereto; provided, however, that the Company shall only be
\nobligated to pay one such fee with respect to any particular Note so sold.<\/p>\n<\/p>\n<\/p>\n

(c) Administrative Procedures<\/u>. The purchase price, interest rate or
\nformula, maturity date and other terms of the Notes shall be agreed upon by the
\nCompany and the applicable Agent(s) and set forth in a pricing supplement to the
\nProspectus (each, a “Pricing Supplement”) to be prepared by the Company in
\nconnection with each sale of Notes. Except as may be otherwise provided in the
\napplicable Pricing Supplement, the Notes will be issued in denominations of
\n$1,000 and integral multiples thereof. Administrative procedures with respect to
\nthe sale of Notes shall be agreed upon from time to time by the Agents and the
\nCompany (the “Procedures”). Each Agent and the Company agree to perform the
\nrespective duties and obligations specifically provided to be performed by them
\nin the Procedures.<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n

(d) Delivery of Closing Documents<\/u>. The documents required to be
\ndelivered by Section 5 hereof shall be delivered at the office of Sidley Austin
\nllp, 787 Seventh Avenue, New York, New York, 10019, on the date hereof, or at
\nsuch other time or place as the Agents and the Company may agree.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 4.<\/p>\n<\/td>\n

\n

Covenants of the Company<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Company covenants with the Agents as follows:<\/p>\n<\/p>\n<\/p>\n

(a) Notice of Certain Events<\/u>. The Company will promptly notify (i) the
\nAgents of the effectiveness of any amendment to the Registration Statement, (ii)
\nthe related Agent or Agents of the transmittal to the Commission for filing of
\nany supplement to the Prospectus (other than an amendment or supplement which
\nrelates exclusively to an offering of debt securities under the Registration
\nStatement other than the Notes), (iii) the Agents of the receipt of any comments
\nfrom the Commission with respect to the Registration Statement or the
\nProspectus, (iv) the Agents of any request by the Commission for any amendment
\nto the Registration Statement or any amendment or supplement to the Prospectus
\n(other than an amendment or supplement which relates exclusively to an offering
\nof debt securities under the Registration Statement other than the Notes) or for
\nadditional information, (v) the Agents of the issuance by the Commission of any
\nstop order suspending the effectiveness of the Registration Statement or the
\ninitiation of any proceedings for that purpose, (vi) the Agents of the issuance
\nby the Commission of any order preventing or suspending the use of any
\npreliminary prospectus or the initiation of any proceedings for either such
\npurpose, and (vii) the Agents of the issuance of any notice of objection to the
\nuse of the Registration Statement or any post-effective amendment thereto
\npursuant to Rule 401(g)(2) of the 1933 Act Regulations relating to the Notes.
\nThe Company will make every reasonable effort to prevent the issuance of any
\nstop order and, if any stop order is issued, to obtain the lifting thereof at
\nthe earliest possible moment.<\/p>\n<\/p>\n<\/p>\n

(b) Notice of Certain Proposed Filings<\/u>. Except as otherwise provided
\nin subsection (k) of this Section, the Company will give the Agents notice of
\nits intention to file any amendment or supplement to the Prospectus (other than
\nan amendment or supplement providing solely for the establishment of or change
\nin the interest rates, maturity or price of Notes or other similar changes or an
\namendment or supplement which relates exclusively to an offering of debt
\nsecurities under the Registration Statement other than the Notes and other than
\nan amendment or supplement arising through incorporation by reference), whether
\nby the filing of documents pursuant to the 1933 Act or otherwise, and will
\nfurnish the Agents with copies of any such amendment or supplement or other
\ndocuments proposed to be filed a reasonable time in advance of such proposed
\nfiling. The Company shall make no amendment or supplement to the Registration
\nStatement, the Prospectus or the Statutory Prospectus prior to the date for the
\ndelivery of documents provided for under Section 3(d) hereof or after the date
\nof any Terms Agreement and prior to the related Settlement Date which shall be
\nreasonably disapproved by any Agent promptly after reasonable notice thereof
\nunless in the opinion of counsel to the Company such amendment or supplement is
\nrequired by law. In the case of the filing of any document filed pursuant to the
\n1934 Act, each Agent shall have the right to suspend solicitation of purchases
\nof the Notes until such time as such Agent shall reasonably determine that
\nsolicitation of purchases should be resumed or such Agent shall subsequently
\nenter into a new Terms Agreement with the Company, and any such suspension shall
\nnot be deemed a breach of such Agent153s agreement contained herein.<\/p>\n<\/p>\n<\/p>\n

11<\/p>\n

\n

\n<\/p>\n

(c) Copies of the Registration Statement and the Prospectus<\/u>. The
\nCompany will deliver to the Agents and to counsel for the Agents as many signed
\nand conformed copies of the Registration Statement (as originally filed) and of
\neach amendment thereto (including exhibits filed therewith or incorporated, or
\ndeemed to be incorporated, by reference therein and documents incorporated by
\nreference in the Prospectus) as the Agents may reasonably request. The Company
\nwill furnish to the Agents and to counsel for the Agents as many copies of the
\nProspectus or the Statutory Prospectus (as amended or supplemented) (other than
\nan amendment or supplement which relates exclusively to an offering of debt
\nsecurities under the Registration Statement other than the Notes) as the Agents
\nshall reasonably request so long as the Agent is (or, but for the exemption in
\nRule 172, would be) required to deliver the Prospectus or Statutory Prospectus
\nin connection with sales or solicitations of offers to purchase the Notes. The
\nRegistration Statement and each amendment thereto and the Prospectus or the
\nStatutory Prospectus and any amendments or supplements thereto furnished to the
\nAgents will be identical to any electronically transmitted copies thereof filed
\nwith the Commission pursuant to EDGAR, except to the extent permitted by
\nRegulation S-T.<\/p>\n<\/p>\n<\/p>\n

(d) Preparation of Pricing Supplements, Final Term Sheets and Free Writing
\nProspectuses<\/u>. The Company will prepare promptly, with respect to any Notes
\nto be sold through or to the Agents pursuant to this Agreement, a preliminary
\nprospectus and a Pricing Supplement and, unless otherwise notified by the
\napplicable Agent(s), a final term sheet with respect to such Notes in a form
\npreviously approved by the Agents and file such preliminary prospectus and
\nPricing Supplement pursuant to and in accordance with Rule 424(b) within the
\nprescribed time period and file such final term sheet within the period required
\nby Rule 433(d)(5)(ii).<\/p>\n<\/p>\n<\/p>\n

(e) Revisions of Prospectus : Material Changes<\/u>. Except as otherwise
\nprovided in subsection (k) of this Section, if at any time during the term of
\nthis Agreement any event shall occur or condition exist as a result of which it
\nis necessary, in the reasonable opinion of counsel to the Agents or counsel for
\nthe Company, to further amend or supplement the Prospectus or the Disclosure
\nPackage in order that the Prospectus or the Disclosure Package will not include
\nan untrue statement of a material fact or omit to state any material fact
\nnecessary in order to make the statements therein not misleading in the light of
\nthe circumstances existing at the time the Prospectus or the Disclosure Package
\nis (or, but for the exemption in Rule 172, would be) delivered to a purchaser,
\nor if it shall be necessary, in the reasonable opinion of either such counsel,
\nto amend or supplement the Registration Statement, the Prospectus or the
\nDisclosure Package in order to comply with the requirements of the 1933 Act or
\nthe 1933 Act Regulations, immediate notice shall be given, and confirmed in
\nwriting, to the Agents to cease the solicitation of offers to purchase the Notes
\nin the Agents153 capacity as agents and to cease sales of any Notes the Agents may
\nthen own as principal, and the Company will promptly prepare and file with the
\nCommission such amendment or supplement, whether by filing documents pursuant to
\nthe 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such
\nuntrue statement or omission or to make the Registration Statement, the
\nProspectus or the Disclosure Package comply with such requirements.<\/p>\n<\/p>\n<\/p>\n

12<\/p>\n

\n

\n<\/p>\n

(f) Prospectus Revisions : Periodic Financial Information<\/u>. Except as
\notherwise provided in subsection (k) of this Section, on or prior to the date on
\nwhich there shall be released to the general public interim financial statement
\ninformation related to the Company with respect to each of the first three
\nquarters of any fiscal year or preliminary financial statement information with
\nrespect to any fiscal year, the Company shall notify the Agents in writing;
\nprovided, however, that such written notification shall not be required if the
\nCompany issues a public announcement regarding such release prior to the release
\nof such information.<\/p>\n<\/p>\n<\/p>\n

(g) Earnings Statements<\/u>. The Company, by complying with the provisions
\nof Rule 158 under the 1933 Act, will make generally available to its security
\nholders as soon as practicable, but not later than 90 days after the close of
\nthe period covered thereby, an earnings statement (in form complying with the
\nprovisions of Rule 158 under the 1933 Act) covering each twelve month period
\nbeginning, in each case, not later than the first day of the Company153s fiscal
\nquarter next following the “effective date” (as defined in such Rule 158) of the
\nRegistration Statement with respect to each sale of Notes.<\/p>\n<\/p>\n<\/p>\n

(h) Blue Sky Qualifications<\/u>. The Company will endeavor, in cooperation
\nwith the Agents, to qualify the Notes for offering and sale under the applicable
\nsecurities laws of such states and other jurisdictions of the United States as
\nthe Agents may designate, and will maintain such qualifications in effect for as
\nlong as may be required for the distribution of the Notes; provided, however,
\nthat the Company shall not be obligated to file any general consent to service
\nof process or to qualify as a foreign corporation in any jurisdiction in which
\nit is not so qualified. The Company will file such statements and reports as may
\nbe required by the laws of each jurisdiction in which the Notes have been
\nqualified as above provided. The Company will promptly advise the Agents of the
\nreceipt by the Company of any notification with respect to the suspension of the
\nqualification of the Notes for sale in any such state or jurisdiction or the
\ninitiating or threatening of any proceeding for such purpose.<\/p>\n<\/p>\n<\/p>\n

(i) 1934 Act Filings<\/u>. The Company, during the period when the
\nProspectus is (or, but for the exemption in Rule 172, would be) required to be
\ndelivered under the 1933 Act, will file promptly all documents required to be
\nfiled with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
\n1934 Act. Such documents will comply in all material respects with the
\nrequirements of the 1934 Act and the 1934 Act Regulations and to the extent such
\ndocuments are incorporated by reference in the Prospectus, when read together
\nwith the other information in or incorporated by reference into the Prospectus,
\nwill not contain any untrue statement of a material fact or omit to state a
\nmaterial fact required to be stated therein or necessary in order to make the
\nstatements therein, in the light of the circumstances under which they are made,
\nnot misleading.<\/p>\n<\/p>\n<\/p>\n

(j) Stand-Off Agreement<\/u>. Between the date of any Terms Agreement and
\nthe Settlement Date with respect to such Terms Agreement, the Company will not,
\nwithout the prior written consent of each Agent party to such Terms Agreement,
\ndirectly or indirectly, sell, offer to sell, contract to sell or otherwise
\ndispose of, or announce the offering of, any debt securities denominated in the
\nsame currency as the Notes to be purchased pursuant to such Terms Agreement, or
\nany security exchangeable into such debt securities (other than the Notes that
\nare to be sold pursuant to such Terms Agreement and commercial paper in the
\nordinary course of business), except as may otherwise be provided in any such
\nTerms Agreement.<\/p>\n<\/p>\n<\/p>\n

13<\/p>\n

\n

\n<\/p>\n

(k) Suspension of Certain Obligations<\/u>. The Company shall not be
\nrequired to comply with the provisions of subsections (a), (b), (c), (e), (f),
\n(i) or (o) of this Section or the provisions of Section 7 hereof during any
\nperiod from the time (i) the Agents shall have received written notification
\nfrom the Company to suspend solicitation of purchases of the Notes in their
\ncapacity as agents and (ii) the earlier of the date on which no Agent shall then
\nhold any Notes as principal and the date which is fifteen days (nine months with
\nrespect to subsections (e) and (i) of this Section) from the date on which the
\nAgents shall have received written notice from the Company to suspend
\nsolicitation of purchases of the Notes, to the time the Company shall determine
\nthat solicitation of purchases of the Notes should be resumed or shall
\nsubsequently enter into a new Terms Agreement with the Agents.<\/p>\n<\/p>\n<\/p>\n

(l) Use of Proceeds<\/u>. The net proceeds from the sale of Notes will be
\nused by the Company as described in the Prospectus and the Disclosure Package.\n<\/p>\n<\/p>\n<\/p>\n

(m) Termination of Sale in Certain Circumstances<\/u>. Any person who has
\nagreed to purchase and pay for any Note pursuant to a solicitation by any of the
\nAgents as an agent of the Company shall have the right to refuse to purchase
\nsuch Note if, subsequent to the agreement to purchase such Note, any change,
\ncondition or development specified in any of Sections 12(b)(i) through 12(b)(v)
\nhereof shall have occurred (with the judgment of the Agent which presented the
\noffer to purchase such Note being substituted for any judgment of a selling
\nAgent required therein) the effect of which is, in the judgment of the Agent
\nwhich presented the offer to purchase such Note, so material and adverse as to
\nmake it impractical or inadvisable to proceed with the sale and delivery of such
\nNote (it being understood that under no circumstances shall any such Agent have
\nany duty or obligation to the Company or to any such person to exercise the
\njudgment to be exercised under this Section 4(m)).<\/p>\n<\/p>\n<\/p>\n

(n) Payment of Commission Filing Fees<\/u>. The Company will pay the
\nrequired Commission filing fees relating to each offering of Notes within the
\ntime required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to
\nthe proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of
\nthe 1933 Act Regulations (including, if applicable, by updating the “Calculation
\nof Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a
\npost-effective amendment to the Registration Statement or on the cover page of a
\nprospectus filed pursuant to Rule 424(b)).<\/p>\n<\/p>\n<\/p>\n

(o) Filing of New Shelf Registration Statement<\/u>. Except as otherwise
\nprovided in subsection (k) of this Section, if by the third anniversary of the
\ninitial effective date of the Registration Statement (such third anniversary,
\nthe “Renewal Deadline”), any of the Notes purchased by the Agents as principal
\nremain unsold, the Company will file, if it has not already done so and is
\neligible to do so, a new automatic shelf registration statement relating to the
\nNotes, in a form reasonably satisfactory to each Agent. If at the Renewal
\nDeadline the Company is no longer eligible to file an automatic shelf
\nregistration statement, the Company will, if it has not already done so, file a
\nnew shelf registration statement relating to the Notes, in a form reasonably
\nsatisfactory to each Agent, and will use its best efforts to cause such
\nregistration statement to be declared effective within 180 days after the
\nRenewal Deadline. The Company will take all other action necessary or
\nappropriate to permit the public offering and sale of the Notes to continue as
\ncontemplated in the expired registration statement relating to the Notes.
\nReferences herein to the Registration Statement shall include such new automatic
\nshelf registration statement or such new shelf registration statement, as the
\ncase may be.<\/p>\n<\/p>\n<\/p>\n

14<\/p>\n

\n

\n<\/p>\n

(p) Offers by Issuer Free Writing Prospectuses<\/u>. The Company represents
\nand agrees that, unless it obtains the prior consent of the applicable Agent(s),
\nand each applicable Agent represents and agrees that, unless it obtains the
\nprior consent of the Company and the lead Agent(s), it has not made and will not
\nmake any offer relating to the Notes of the particular tranche that would
\nconstitute an Issuer Free Writing Prospectus or that would otherwise constitute
\na “free writing prospectus,” as defined in Rule 405, required to be filed with
\nthe Commission, other than a free writing prospectus containing the information
\ncontained in the final term sheet relating to such tranche of Notes. Any such
\nfree writing prospectus consented to by the Company and the lead Agent(s) is
\nreferred to herein as a “Permitted Free Writing Prospectus.” The Company
\nrepresents that it has treated and agrees that it will treat each Permitted Free
\nWriting Prospectus as an Issuer Free Writing Prospectus and has complied and
\nwill comply with the requirements of Rule 433 applicable to each and every
\nPermitted Free Writing Prospectus, including timely filing with the Commission
\nwhere required, legending and record keeping.<\/p>\n<\/p>\n<\/p>\n

(q) Notifications and Amendments Relating to Free Writing
\nProspectuses<\/u>. If, prior to the completion of the public offer and sale of
\nthe Notes of the particular tranche (which completion the lead Agent(s) shall
\npromptly communicate to the Company), at any time following issuance of an
\nIssuer Free Writing Prospectus there occurred or occurs an event or development
\nas a result of which such Issuer Free Writing Prospectus conflicted or would
\nconflict with the information then contained in the Registration Statement,
\nStatutory Prospectus or Prospectus or included or would include an untrue
\nstatement of a material fact or omitted or would omit to state a material fact
\nnecessary in order to make the statements therein, in the light of the
\ncircumstances prevailing at that subsequent time, not misleading, the Company
\nwill promptly (i) notify the applicable Agent(s) and (ii) either (1) amend or
\nsupplement such Issuer Free Writing Prospectus to eliminate or correct such
\nconflict, untrue statement or omission or (2) file a report with the Commission
\nunder the 1934 Act that corrects such untrue statement or omission and notify
\nthe applicable Agent(s) that such Issuer Free Writing Prospectus shall no longer
\nbe used.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 5.<\/p>\n<\/td>\n

\n

Conditions of Obligations<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The obligations of one or more Agents to purchase Notes as principal pursuant
\nto a Terms Agreement or otherwise, any obligation of one or more Agents to
\nsolicit offers to purchase the Notes as an agent of the Company, and the
\nobligations of any purchasers of Notes sold through an Agent as an agent of the
\nCompany, will be subject to the accuracy as of the Representation Date of the
\nrepresentations and warranties in all material respects (to the extent any such
\nrepresentation or warranty is not otherwise qualified therein) on the part of
\nthe Company herein contained and to the accuracy of the statements of the
\nCompany153s officers made in any certificate furnished pursuant to the provisions
\nhereof, to the performance and observance by the Company of all its covenants
\nand agreements herein contained and to the following additional conditions
\nprecedent:<\/p>\n<\/p>\n<\/p>\n

15<\/p>\n

\n

\n<\/p>\n

(a) Matters related to the Commission<\/u>. (i) No stop order suspending
\nthe effectiveness of the Registration Statement or any part thereof shall have
\nbeen issued under the 1933 Act and no proceedings for that purpose shall have
\nbeen instituted or shall be pending or threatened by the Commission, (ii) no
\nnotice of objection of the Commission to the use of the Registration Statement
\nor any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933
\nAct Regulations shall have been received; (iii) the final term sheet relating to
\nthe particular tranche of Notes and any other material required to be filed by
\nthe Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been
\nfiled with the Commission within the applicable time periods described for such
\nfilings by Rule 433 and (iv) any request on the part of the Commission for
\nadditional information shall have been complied with to the reasonable
\nsatisfaction of counsel to the Agents.<\/p>\n<\/p>\n<\/p>\n

(b) Legal Opinions<\/u>. On the date hereof, the Agents shall have received
\nthe following legal opinions, dated as of the date hereof and in form and
\nsubstance satisfactory to the Agents and their counsel:<\/p>\n<\/p>\n<\/p>\n

(1) Opinion of Company Counsel<\/u>. The opinion of Sidley Austin llp, to
\nthe effect that:<\/p>\n<\/p>\n<\/p>\n

(i) The Company is a corporation duly incorporated and is in good standing
\nunder the laws of the State of Delaware, with corporate power and authority to
\nown its properties and conduct its business as described in the Prospectus.<\/p>\n<\/p>\n<\/p>\n

(ii) The Company has been duly qualified as a foreign corporation for the
\ntransaction of business and is in good standing under the laws of each
\njurisdiction in which it owns or leases real properties, or conducts any
\nbusiness, so as to require such qualification, except where the failure to be so
\nqualified would not have a material adverse effect on the Company and its
\nsubsidiaries, taken as a whole (such counsel being entitled to rely in respect
\nof the opinion in this clause upon opinions of local counsel and in respect of
\nmatters of fact upon certificates of officers of the Company, provided that such
\ncounsel shall state that he believes that both the Agents and he are justified
\nin relying upon such opinions and certificates).<\/p>\n<\/p>\n<\/p>\n

(iii) Each Significant Subsidiary has been duly incorporated and is validly
\nexisting as a corporation in good standing under the laws of its jurisdiction of
\nincorporation; and all of the issued shares of capital stock of each such
\nSignificant Subsidiary have been duly and validly authorized and issued, are
\nfully paid and nonassessable, and (except for directors153 qualifying shares and
\nexcept as otherwise set forth in the Prospectus) are owned directly or
\nindirectly by the Company, free and clear of all liens, encumbrances, equities
\nor claims.<\/p>\n<\/p>\n<\/p>\n

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

16<\/p>\n

\n

\n<\/p>\n

(v) The issuance and sale of the Notes have been duly authorized by all
\nnecessary corporate action of the Company. The Notes when duly authenticated by
\nthe Trustee and issued in accordance with the provisions of this Agreement and
\nthe Indenture will be duly executed, issued and delivered and constitute valid
\nand legally binding obligations of the Company entitled to the benefits provided
\nby the Indenture and enforceable against the Company in accordance with their
\nterms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
\nconveyance, fraudulent transfer and other similar laws relating to or affecting
\ncreditors153 rights generally and to general equitable principles (regardless of
\nwhether enforcement is considered in a proceeding in equity or at law) including
\nconcepts of commercial reasonableness, good faith and fair dealing and the
\npossible unavailability of specific performance or injunctive relief; and the
\nNotes and the Indenture conform in all material respects to the descriptions
\nthereof in the Prospectus under the captions “Description of Debt Securities”
\nand “Description of the Notes”.<\/p>\n<\/p>\n<\/p>\n

(vi) The Indenture has been duly authorized, executed and delivered by the
\nCompany and constitutes a valid and legally binding agreement of the Company,
\nenforceable against the Company in accordance with its terms, subject to
\nbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
\nfraudulent transfer and other similar laws relating to or affecting creditors153
\nrights generally and to general equitable principles (regardless of whether
\nenforcement is considered in a proceeding in equity or at law) including
\nconcepts of commercial reasonableness, good faith and fair dealing and the
\npossible unavailability of specific performance or injunctive relief; and the
\nIndenture has been duly qualified under the 1939 Act.<\/p>\n<\/p>\n<\/p>\n

(vii) The issue and sale of the Notes by the Company and the compliance by
\nthe Company with all of the provisions of this Agreement, any Terms Agreement,
\nthe Indenture and the Notes, and the consummation of the transactions herein and
\ntherein contemplated will not conflict with or result in a breach or violation
\nof any of the terms or provisions of, or constitute a default under, any
\nindenture, mortgage, deed of trust, loan agreement or other agreement or
\ninstrument known to such counsel as being material to the Company and its
\nsubsidiaries taken as a whole to which the Company or any of its subsidiaries is
\na party or by which the Company or any of its subsidiaries is bound or to which
\nany of the property or assets of the Company or any of its subsidiaries is
\nsubject, which conflict, breach or default would have a material adverse effect
\non the consolidated financial position or consolidated results of operations of
\nthe Company, nor will such action result in any violation of the provisions of
\nthe Certificate of Incorporation or By-laws of the Company or any Applicable
\nLaws or any order known to such counsel of any court or governmental agency or
\nbody having jurisdiction over the Company or any of its subsidiaries or any of
\ntheir properties, which violation in each case would have a material adverse
\neffect on the consolidated financial position or consolidated results of
\noperations of the Company. As used herein, the term “Applicable Laws” means
\nthose state laws of the State of New York and federal laws of the United States
\nthat, in such counsel153s experience and without independent investigation, are
\nnormally applicable to transactions of the type contemplated by this Agreement
\n(provided that the term “Applicable Laws” shall not include federal or state
\nsecurities or blue sky laws relating to disclosure or any rules or regulations
\nthereunder (including, without limitation, the 1933 Act, the 1934 Act and the
\n1939 Act and the respective regulations thereunder), any antifraud or similar
\nlaws).<\/p>\n<\/p>\n<\/p>\n

17<\/p>\n

\n

\n<\/p>\n

(viii) To such counsel153s knowledge, no consent, approval, authorization,
\norder, registration or qualification of or with any such court or governmental
\nagency or body of the United States or any state regulatory body, state
\nadministrative agency or other state governmental body of the State of New York
\nis required under Applicable Laws or any order of any court or governmental
\nagency or body having jurisdiction over the Company or any of its subsidiaries
\nor any of their properties for the issue and sale of the Notes or the
\nconsummation by the Company of the transactions contemplated by this Agreement,
\nany Terms Agreement or the Indenture.<\/p>\n<\/p>\n<\/p>\n

(ix) To such counsel153s knowledge and other than as set forth or contemplated
\nin the Prospectus, there are no legal or governmental proceedings pending to
\nwhich the Company or any of its subsidiaries is a party or of which any property
\nof the Company or any of its subsidiaries is the subject that are probable to
\nresult in an adverse determination and that, if determined adversely to the
\nCompany or any of its subsidiaries, would have a material adverse effect on the
\nconsolidated financial position or the annual pre-tax consolidated results of
\noperations of the Company; and, to the best of such counsel153s knowledge, no such
\nproceedings are threatened or contemplated by governmental authorities or
\nthreatened by others.<\/p>\n<\/p>\n<\/p>\n

(x) To such counsel153s knowledge, all contracts or other documents of a
\ncharacter required to be filed as exhibits to the Registration Statement or
\nrequired to be incorporated by reference into the Prospectus or described in the
\nRegistration Statement or the Prospectus have been filed or incorporated by
\nreference or described as required.<\/p>\n<\/p>\n<\/p>\n

(xi) The Registration Statement has become effective under the 1933 Act and,
\nto such counsel153s knowledge, no stop order suspending the effectiveness of the
\nRegistration Statement has been issued under the 1933 Act or proceedings
\ntherefor initiated or threatened by the Commission.<\/p>\n<\/p>\n<\/p>\n

(xii) The Registration Statement and the Prospectus, or any further
\namendments or supplements thereto made by the Company prior to the date hereof
\n(other than the financial statements and related schedules therein and other
\nfinancial data, the documents incorporated by reference therein or the Statement
\nof Eligibility on Form T-1 of the Trustee under the Indenture, as to which such
\ncounsel need express no opinion), when the Registration Statement became
\neffective complied, and as of the date hereof comply, as to form in all material
\nrespects with the requirements of the 1933 Act and the 1939 Act and the
\napplicable rules and regulations thereunder.<\/p>\n<\/p>\n<\/p>\n

18<\/p>\n

\n

\n<\/p>\n

(xiii) The information in the Prospectus under the captions “Description of
\nthe Notes”, “Description of Debt Securities”, and “Certain United States Federal
\nIncome Tax Considerations” (or similar captions), to the extent that it
\nconstitutes matters of law, summaries of legal matters, documents or
\nproceedings, or legal conclusions, has been reviewed by such counsel and is
\ncorrect in all material respects.<\/p>\n<\/p>\n<\/p>\n

(xiv) The documents incorporated by reference into the Registration Statement
\nand the Prospectus or any further amendments or supplements thereto made by the
\nCompany prior to the date hereof (other than the financial statements and
\nschedules therein and other financial data, as to which such counsel need
\nexpress no opinion), at the time they were filed, complied, and as of the date
\nhereof comply, as to form in all material respects with the requirements of the
\n1934 Act and the rules and regulations of the Commission thereunder.<\/p>\n<\/p>\n<\/p>\n

In giving such opinion such counsel shall also state that in the course of
\nacting as counsel to the Company in connection with the contemplated
\ntransaction, they have participated in conferences with officers and other
\nrepresentatives of the Company, the Company153s accountants and representatives of
\nthe Agents, at which conferences the contents of the Registration Statement, the
\nProspectus and related matters were discussed, and they have reviewed the
\nRegistration Statement and the Prospectus and, although such counsel has not
\nmade any other independent check or verification thereof (except as set forth in
\nparagraph 5(b)(1)(v) and 5(b)(1)(xiii) above) for the purpose of rendering the
\nopinion and is not passing upon and does not assume any responsibility for the
\naccuracy, completeness or fairness of the statements contained in the
\nRegistration Statement and Prospectus or in documents incorporated by reference
\ntherein, no facts have come to such counsel153s attention that lead them to
\nbelieve that the Registration Statement or any amendment thereto at the time the
\nRegistration Statement or any amendment thereto (including the filing of an
\nAnnual Report on Form 10-K with the Commission) became effective or was filed,
\nas the case may be, contained an untrue statement of a material fact or omitted
\nto state a material fact required to be stated therein or necessary to make the
\nstatements therein not misleading or that the Prospectus or any amendment or
\nsupplement thereto as of its date, if applicable, and at the Settlement Date,
\nincluded or includes an untrue statement of a material fact or omitted or omits
\nto state a material fact necessary in order to make the statements therein, in
\nlight of the circumstances under which they were made, not misleading or, if
\nsuch opinion is being delivered in connection with a Terms Agreement pursuant to
\nSection 7(c) hereof, that the Disclosure Package as of the Applicable Time or as
\nof the date of such opinion included or includes an untrue statement of a
\nmaterial fact or omitted or omits to state a material fact necessary in order to
\nmake the statements therein, in the light of the circumstances under which they
\nwere made, not misleading, except, in each case, such counsel may state that
\nthey express no belief and make no statement with respect to financial
\nstatements and schedules and other financial data included or incorporated by
\nreference in or omitted from the Registration Statement, the Prospectus, the
\nDisclosure Package or any Statement of Eligibility on Form T-1.<\/p>\n<\/p>\n<\/p>\n

19<\/p>\n

\n

\n<\/p>\n

In giving the opinion required by this Section 5(b)(1), such counsel shall be
\nentitled to rely upon opinions of local counsel and tax counsel and, in respect
\nof matters of fact, upon certificates of officers of the Company or its
\nsubsidiaries, provided that such counsel shall state that they believe that both
\nthe Agents and such counsel are justified in relying upon such opinions and
\ncertificates.<\/p>\n<\/p>\n<\/p>\n

(2) Opinion of Counsel to the Agents<\/u>. The opinion of Mayer Brown llp,
\ncounsel to the Agents, with respect to the incorporation of the Company, this
\nAgreement, the Notes and the Indenture, and other related matters as the Agents
\nmay reasonably request, and such counsel shall have received such papers and
\ninformation as they may reasonably request to enable them to pass upon such
\nmatters.<\/p>\n<\/p>\n<\/p>\n

In giving such opinion Mayer Brown llp shall additionally state that they
\nhave examined various documents and participated in conferences with
\nrepresentatives of the Company and its counsel and with representatives of the
\nAgents at which times the contents of the Registration Statement, the Prospectus
\nand related matters were discussed and, although such counsel is not passing
\nupon and assumes no responsibility for the accuracy, completeness or fairness of
\nthe statements contained in the Registration Statement, the Prospectus or in the
\ndocuments incorporated by reference therein, and are not making any
\nrepresentation that they have independently verified or checked the accuracy,
\ncompleteness or fairness of such statements, no facts have come to such
\ncounsel153s attention that cause them to believe that the Registration Statement
\nor any amendment thereto at the time the Registration Statement or amendment
\n(including the filing of an Annual Report on Form 10-K with the Commission)
\nbecame effective or was filed, as the case may be, contained an untrue statement
\nof a material fact or omitted to state a material fact required to be stated
\ntherein or necessary in order to make the statements therein not misleading, or
\nthat the Prospectus or any amendment or supplement thereto as of its date, if
\napplicable, and at the Settlement Date, contained or contains an untrue
\nstatement of a material fact or omitted or omits to state a material fact
\nnecessary in order to make the statements therein, in light of the circumstances
\nunder which they were made, not misleading or, if such opinion is being
\ndelivered in connection with a Terms Agreement pursuant to Section 7(c) hereof,
\nthat the Disclosure Package as of the Applicable Time or as of the date of such
\nopinion included or includes an untrue statement of a material fact or omitted
\nor omits to state a material fact necessary in order to make the statements
\ntherein, in the light of the circumstances under which they were made, not
\nmisleading, except in each such case, such counsel may state that they are
\nexpressing no view as to the financial statements and related schedules or the
\nother financial data included or incorporated by reference in or omitted from
\nthe Registration Statement, the Prospectus, the Disclosure Package or any
\nStatement of Eligibility on Form T-1.<\/p>\n<\/p>\n<\/p>\n

(c) Officers153 Certificate<\/u>. At the date hereof the Agents shall have
\nreceived a certificate of the President or any Vice President and the chief
\nfinancial, chief accounting officer or treasurer of the Company, dated as of the
\ndate hereof, to the effect that (i) since the respective dates as of which
\ninformation is given in the Registration Statement and the Prospectus or since
\nthe date of any Terms Agreement, there has not been any material adverse change,
\nor any development involving a prospective material adverse change, in or
\naffecting the general affairs, consolidated financial position or consolidated
\nresults of operations of the Company and its subsidiaries, considered as one
\nenterprise, whether or not arising in the ordinary course of business, otherwise
\nthan as set forth or contemplated in the Prospectus, (ii) the other
\nrepresentations and warranties of the Company contained in Section 2 hereof are
\ntrue and correct with the same force and effect as though expressly made at and
\nas of the date of such certificate, (iii) the Company has performed or complied
\nwith all agreements and satisfied all conditions on its part to be performed or
\nsatisfied hereunder at or prior to the date of such certificate, and (iv) no
\nstop order suspending the effectiveness of the Registration Statement has been
\nissued and, to their knowledge, no proceedings for that purpose have been
\ninitiated or threatened by the Commission.<\/p>\n<\/p>\n<\/p>\n

20<\/p>\n

\n

\n<\/p>\n

(d) Comfort Letter<\/u>. On the date hereof, the Agents shall have received
\na letter from PricewaterhouseCoopers LLP, dated as of the date hereof, in form
\nand substance satisfactory to the Agents, to the effect that:<\/p>\n<\/p>\n<\/p>\n

(i) They are an independent registered public accounting firm with respect to
\nthe Company within the meaning of the 1933 Act, 1933 Act Regulations and the
\nrules and regulations adopted by the PCAOB;<\/p>\n<\/p>\n<\/p>\n

(ii) In their opinion, the consolidated financial statements and financial
\nstatement schedule(s) audited by them and incorporated by reference in the
\nRegistration Statement comply as to form in all material respects with the
\napplicable accounting requirements of the 1933 Act and the 1933 Act Regulations
\nand the 1934 Act and the 1934 Act Regulations;<\/p>\n<\/p>\n<\/p>\n

(iii) Based upon limited procedures set forth in detail in such letter (which
\nshall include, without limitation, the procedures specified by the PCAOB for a
\nreview of interim financial information as described in SAS No. 100, Interim
\nFinancial Information, with respect to the unaudited condensed consolidated
\nfinancial statements of the Company, if any, included in the Registration
\nStatement), nothing came to their attention that caused them to believe that:\n<\/p>\n<\/p>\n<\/p>\n

(A) any material modifications should be made to the unaudited condensed
\nconsolidated financial statements, if any, included in the Registration
\nStatement for them to be in conformity with accounting principles generally
\naccepted in the United States; or<\/p>\n<\/p>\n<\/p>\n

(B) the unaudited condensed consolidated financial statements, if any,
\nincluded in the Registration Statement do not comply as to form in all material
\nrespects with the applicable accounting requirements of the 1934 Act and the
\n1934 Act Regulations; or<\/p>\n<\/p>\n<\/p>\n

(C) at a specified date not more than three business days prior to the date
\nof such letter, there was any change in the capital stock, increase in
\nconsolidated long-term debt in excess of US$100 million, or decrease in
\nshareholders153 equity (other than caused by changes in treasury stock or changes
\nin the accumulated other comprehensive income component of shareholders153 equity,
\nincluding cumulative translation adjustments), in each case as compared with
\namounts shown in the most recent condensed consolidated balance sheet
\nincorporated by reference in the Registration Statement, except in each case for
\nchanges, increases or decreases that the Registration Statement and the
\nProspectus disclose have occurred or may occur; or<\/p>\n<\/p>\n<\/p>\n

21<\/p>\n

\n

\n<\/p>\n

(D) for the period from the date of the most recent financial statements
\nincorporated by reference in the Registration Statement to a specified date not
\nmore than three business days prior to the date of such letter, there were any
\ndecreases, as compared with the corresponding period in the preceding year, in
\nconsolidated revenues or net earnings, except in each case for increases or
\ndecreases which the Registration Statement and the Prospectus disclose have
\noccurred or may occur;<\/p>\n<\/p>\n<\/p>\n

(iv) In addition to the examination referred to in their report incorporated
\nby reference in the Registration Statement and the Prospectus, they have carried
\nout certain other specified procedures, not constituting an audit, with respect
\nto certain amounts, percentages and financial information which are included in
\nthe Registration Statement and the Prospectus and which are specified by the
\nAgents, and have found such amounts, percentages and financial information to be
\nin agreement with the relevant accounting, financial and other records of the
\nCompany and its subsidiaries identified in such letter.<\/p>\n<\/p>\n<\/p>\n

(e) Other Documents<\/u>. On the date hereof and on each Settlement Date
\nwith respect to any Terms Agreement, counsel to the Agents shall have been
\nfurnished with such documents and opinions as such counsel may reasonably
\nrequire for the purpose of enabling such counsel to pass upon the issuance and
\nsale of Notes as therein contemplated and related proceedings, or in order to
\nevidence the accuracy and completeness of any of the representations and
\nwarranties, or the fulfillment of any of the conditions, herein contained; and
\nall proceedings taken by the Company in connection with the issuance and sale of
\nNotes as herein contemplated shall be reasonably satisfactory in form and
\nsubstance to the Agents and to counsel to the Agents.<\/p>\n<\/p>\n<\/p>\n

If any condition specified in this Section 5 shall not have been fulfilled
\nwhen and as required to be fulfilled, this Agreement (or, at the option of the
\nAgents, any Terms Agreement) may be terminated by the Agents by notice to the
\nCompany at any time and any such termination shall be without liability of any
\nparty to any other party, except that the covenant regarding provision of an
\nearnings statement set forth in Section 4(g) hereof, the provisions concerning
\npayment of expenses under Section 10 hereof, the indemnity and contribution
\nagreements set forth in Sections 8 and 9 hereof, the provisions concerning the
\nrepresentations, warranties and agreements to survive delivery set forth in
\nSection 11 hereof and the provisions set forth under “Parties” of Section 15
\nhereof shall remain in effect.<\/p>\n<\/p>\n<\/p>\n

SECTION 6. Delivery of and Payment for Notes Sold through an Agent as
\nAgent<\/u>. Delivery of Notes sold through an Agent as an agent of the Company
\nshall be made by the Company to such Agent for the account of any purchaser only
\nagainst payment therefor in immediately available funds. In the event that a
\npurchaser shall fail either to accept delivery of or to make payment for a Note
\non the date fixed for settlement, the Agent shall promptly notify the Company
\nand deliver the Note to the Company, and, if the Agent has theretofore paid the
\nCompany for such Note, the Company will promptly return such funds to the Agent.
\nIf such failure occurred for any reason other than default by the Agent in the
\nperformance of its obligations hereunder, the Company will reimburse such Agent
\non an equitable basis for its reasonable loss of the use of the funds for the
\nperiod such funds were credited to the Company153s account.<\/p>\n<\/p>\n<\/p>\n

22<\/p>\n

\n

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

SECTION 7.<\/p>\n<\/td>\n

\n

Additional Covenants of the Company<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Company covenants and agrees with the Agents that:<\/p>\n<\/p>\n<\/p>\n

(a) Reaffirmation of Representations and Warranties<\/u>. Each acceptance
\nby the Company of an offer for the purchase of Notes (whether to one or more
\nAgents as principal or through the Agents as agents), and each delivery of Notes
\nto one or more Agents (whether to one or more Agents as principal or through the
\nAgents as agents), shall be deemed to be an affirmation that the representations
\nand warranties of the Company contained in this Agreement and in any certificate
\ntheretofore delivered to the Agents pursuant hereto, to the extent contemplated
\nby such certificate, are true and correct at the time of such acceptance or
\nsale, as the case may be, and an undertaking that such representations and
\nwarranties will be true and correct at the time of delivery to the Agent or
\nAgents or to the purchaser or its agent, as the case may be, of the Note or
\nNotes relating to such acceptance or sale, as the case may be, as though made at
\nand as of each such time (and it is understood that such representations and
\nwarranties shall relate to the Registration Statement and Prospectus as amended
\nand supplemented to each such time).<\/p>\n<\/p>\n<\/p>\n

(b) Subsequent Delivery of Certificates<\/u>. Subject to the provisions of
\nSection 4(k) hereof, each time that the Registration Statement or the Prospectus
\nshall be amended or supplemented (other than by a supplement providing solely
\nfor the establishment of the interest rates, maturity or price of Notes or
\nsimilar terms, and other than by an amendment or supplement which relates
\nexclusively to an offering of debt securities under the Registration Statement
\nother than the Notes), or there is filed with the Commission any document
\nincorporated by reference into the Prospectus (other than any Current Report on
\nForm 8-K relating exclusively to the issuance of debt securities under the
\nRegistration Statement other than the Notes) or (if required pursuant to the
\nterms of a Terms Agreement) the Company sells Notes to one or more Agents
\npursuant to a Terms Agreement, if requested by the Agents or counsel to the
\nAgents, the Company shall furnish or cause to be furnished to the Agents
\nforthwith a certificate dated the date of filing with the Commission of such
\nsupplement or document, the date of effectiveness of such amendment, or the date
\nof such sale, as the case may be, in form reasonably satisfactory to the Agents
\nto the effect that the statements contained in the certificate referred to in
\nSection 5(c) hereof which were last furnished to the Agents are true and correct
\nat the time of such amendment, supplement, filing or sale, as the case may be,
\nas though made at and as of such time (except that such statements shall be
\ndeemed to relate to the Registration Statement and the Prospectus as amended and
\nsupplemented to such time) or, in lieu of such certificate, a certificate of the
\nsame tenor as the certificate referred to in said Section 5(c), modified as
\nnecessary to relate to the Registration Statement and the Prospectus as amended
\nand supplemented to the time of delivery of such certificate; provided, however,
\nthat if the Company shall determine that it does not intend to be in the market
\nfor up to three months after the date of filing of any such amendment or
\nsupplement, the Company may deliver to the Agents a notice to such effect, in
\nwhich event the request of the Agents received by the Company with respect to
\nsuch amendment or supplement shall be deemed withdrawn until such time as the
\nCompany notifies the Agents that it wishes to re-enter the market.<\/p>\n<\/p>\n<\/p>\n

23<\/p>\n

\n

\n<\/p>\n

(c) Subsequent Delivery of Legal Opinions<\/u>. Subject to the provisions
\nof Section 4(k) hereof, each time that the Registration Statement or the
\nProspectus shall be amended or supplemented (other than by a supplement
\nproviding solely for the establishment of the interest rates, maturity or price
\nof the Notes or similar terms or solely for the inclusion of additional
\nfinancial information, and other than by an amendment or supplement which
\nrelates exclusively to an offering of debt securities under the Registration
\nStatement other than the Notes) or there is filed with the Commission any
\ndocument incorporated by reference into the Prospectus (other than any Current
\nReport on Form 8-K) or (if required pursuant to the terms of a Terms Agreement)
\nthe Company sells Notes to one or more Agents pursuant to a Terms Agreement, if
\nrequested by the Agents or counsel to the Agents, the Company shall furnish or
\ncause to be furnished forthwith to the Agents and to counsel to the Agents a
\nwritten opinion of Sidley Austin llp or other counsel selected by the Company
\nand reasonably satisfactory to the Agents dated the date of filing with the
\nCommission of such supplement or document, the date of effectiveness of such
\namendment, or the date of such sale, as the case may be, in form reasonably
\nsatisfactory to the Agents, of substantially the same tenor as the opinion
\nreferred to in Section 5(b)(1) hereof, but modified, as necessary, to relate to
\nthe Registration Statement and the Prospectus as amended and supplemented to the
\ntime of delivery of such opinion; or, in lieu of such opinion, counsel last
\nfurnishing such opinion to the Agents shall furnish the Agents with a letter
\nsubstantially to the effect that the Agents may rely on such last opinion to the
\nsame extent as though it was dated the date of such letter authorizing reliance
\n(except that statements in such last opinion shall be deemed to relate to the
\nRegistration Statement and the Prospectus as amended and supplemented to the
\ntime of delivery of such letter authorizing reliance); provided, however, that
\nif the Company shall determine that it does not intend to be in the market for
\nup to three months after the date of filing of any such amendment or supplement,
\nthe Company may deliver to the Agents a notice to such effect, in which event
\nthe request of the Agents received by the Company with respect to such amendment
\nor supplement shall be deemed withdrawn until such time as the Company notifies
\nthe Agents that it wishes to re-enter the market.<\/p>\n<\/p>\n<\/p>\n

(d) Subsequent Delivery of Comfort Letters<\/u>. Subject to the provisions
\nof Section 4(k) hereof, each time that (i) the Registration Statement or the
\nProspectus shall be amended or supplemented to include additional financial
\ninformation (other than by an amendment or supplement relating solely to the
\nissuance and\/or offering of securities other than the Notes) or (ii) (if
\nrequired pursuant to the terms of a Terms Agreement) the Company sells Notes to
\none or more Agents pursuant to a Terms Agreement, if requested by the Agents or
\ncounsel to the Agents, the Company shall cause PricewaterhouseCoopers LLP, or
\nother independent certified public accountants reasonably satisfactory to the
\nAgents, forthwith to furnish to the Agents a letter, dated the date of filing
\nwith the Commission or the date of effectiveness of such amendment or
\nsupplement, as applicable, or the date of such sale, as the case may be, in form
\nreasonably satisfactory to the Agents, of substantially the same tenor as the
\nletter referred to in Section 5(d) hereof, but modified to relate to the
\nRegistration Statement and Prospectus as amended and supplemented to the date of
\nsuch letter, and with such changes as may be necessary to reflect changes in the
\nfinancial statements and other information derived from the accounting records
\nof the Company; provided, however, that the portions of the letter referred to
\nin Section 5(d)(iv) hereof shall, unless otherwise requested by the Agents, only
\nbe provided in subsequent letters delivered in connection with the Company153s
\nfiling of its Annual Report on Form 10-K.<\/p>\n<\/p>\n<\/p>\n

24<\/p>\n

\n

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

SECTION 8.<\/p>\n<\/td>\n

\n

Indemnification<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(a) Indemnification of the Agents<\/u>. The Company agrees to indemnify
\nseverally and hold harmless each Agent and each person, if any, who controls
\neach Agent within the meaning of Section 15 of the 1933 Act as follows:<\/p>\n<\/p>\n<\/p>\n

(i) against any and all loss, liability, claim, damage and expense
\nwhatsoever, as incurred (to the extent the party seeking such indemnity is
\ncurrently required to make a payment in respect of which such indemnity is
\nsought), arising out of any untrue statement or alleged untrue statement of a
\nmaterial fact contained in the Registration Statement (or any amendment
\nthereto), or the omission or alleged omission therefrom of a material fact
\nrequired to be stated therein or necessary to make the statements therein not
\nmisleading or arising out of any untrue statement or alleged untrue statement of
\na material fact contained in any preliminary prospectus or the Statutory
\nProspectus, the Prospectus, or any Issuer Free Writing Prospectus (or any
\namendment or supplement thereto) or the omission or alleged omission therefrom
\nof a material fact necessary to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading;<\/p>\n<\/p>\n<\/p>\n

(ii) against any and all loss, liability, claim, damage and expense
\nwhatsoever, as incurred, to the extent of the aggregate amount paid in
\nsettlement of any litigation, or investigation or proceeding by any governmental
\nagency or body, commenced or threatened, or of any claim whatsoever based upon
\nany such untrue statement or omission, or any such alleged untrue statement or
\nomission, if such settlement is effected with the written consent of the
\nCompany; and<\/p>\n<\/p>\n<\/p>\n

(iii) against any and all reasonable expense whatsoever, as incurred
\n(including the reasonable fees and disbursements of counsel chosen by an Agent),
\nreasonably incurred in investigating, preparing or defending against any
\nlitigation, or investigation or proceeding by any governmental agency or body,
\ncommenced or threatened, or any claim whatsoever based upon any such untrue
\nstatement or omission, or any such alleged untrue statement or omission, to the
\nextent that any such expense is not paid under (i) or (ii) above;<\/p>\n<\/p>\n<\/p>\n

provided<\/em>, however<\/em>, that this indemnity agreement shall not
\napply to any loss, liability, claim, damage or expense to the extent arising out
\nof any untrue statement or omission or alleged untrue statement or omission made
\nin reliance upon and in conformity with written information furnished to the
\nCompany by any Agent specifically for use in the Registration Statement (or any
\namendment thereto) or any preliminary prospectus or the Statutory Prospectus,
\nthe Prospectus, or any Issuer Free Writing Prospectus (or any amendment or
\nsupplement thereto).<\/p>\n<\/p>\n<\/p>\n

(b) Indemnification of Company<\/u>. Each Agent severally agrees to
\nindemnify and hold harmless the Company, its directors, each of its officers who
\nsigned the Registration Statement, and each person, if any, who controls the
\nCompany within the meaning of Section 15 of the 1933 Act against any and all
\nloss, liability, claim, damage and expense described in the indemnity contained
\nin subsection (a) of this Section, as incurred (to the extent the party seeking
\nsuch indemnity is currently required to make a payment in respect of which such
\nindemnity is sought), but only with respect to untrue statements or omissions,
\nor alleged untrue statements or omissions, made in the Registration Statement
\n(or any amendment thereto) or any preliminary prospectus or the Statutory
\nProspectus, the Prospectus, or any Issuer Free Writing Prospectus (or any
\namendment or supplement thereto) in reliance upon and in conformity with written
\ninformation furnished to the Company by such Agent specifically for use in the
\nRegistration Statement (or any amendment thereto) or any preliminary prospectus
\nor the Statutory Prospectus, the Prospectus, or any Issuer Free Writing
\nProspectus (or any amendment or supplement thereto). The Company acknowledges
\nthat the statements set forth in the third, sixth and tenth paragraphs under the
\nheading “Plan of Distribution” of the Prospectus constitute the only information
\nfurnished in writing by any of you for inclusion in the documents referred to in
\nthe foregoing indemnity, and you confirm that such statements are correct.<\/p>\n<\/p>\n<\/p>\n

25<\/p>\n

\n

\n<\/p>\n

(c) General<\/u>. Each indemnified party shall give prompt notice to each
\nindemnifying party of any action commenced against it in respect of which
\nindemnity may be sought hereunder, but failure to so notify an indemnifying
\nparty of such commencement shall not relieve such indemnifying party from any
\nliability which it may have otherwise than on account of this indemnity
\nagreement. An indemnifying party may assume the defense of the indemnified party
\nby retaining counsel reasonably satisfactory to the indemnified party to
\nrepresent the indemnified party and any others the indemnifying party may
\ndesignate in such proceeding and shall pay the fees and disbursements of such
\ncounsel related to such proceeding. In any such proceeding, any indemnified
\nparty shall have the right to retain its own counsel, but the fees and expenses
\nof such counsel shall be at the expense of such indemnified party unless (i) the
\nindemnifying party and the indemnified party shall have mutually agreed to the
\nretention of such counsel or (ii) the named parties to any such proceeding
\n(including any impleaded parties) include both the indemnifying party and the
\nindemnified party and representation of both parties by the same counsel would
\nbe inappropriate due to actual or potential differing interests between them. In
\nno event shall the indemnifying parties be liable for the fees and expenses of
\nmore than one counsel (in addition to any local counsel) for all indemnified
\nparties in connection with any one action or separate but similar or related
\nactions in the same jurisdiction arising out of the same general allegations or
\ncircumstances.<\/p>\n<\/p>\n<\/p>\n

(d) Foreign Currency Judgments<\/u>. The Company agrees to indemnify the
\nAgents against any loss incurred by the Agents as a result of any judgment or
\norder being given or made for the amount due under this Agreement and such
\njudgment or order being paid in a currency (a “Judgment Currency”) other than
\nU.S. dollars as a result of any variation between (i) the rate of exchange at
\nwhich U.S. dollars are converted into the Judgment Currency for the purpose of
\nsuch judgment or order and (ii) the rate of exchange at which the applicable
\nAgent is able to purchase U.S. dollars with the amount of the Judgment Currency
\nactually received by such Agent. The foregoing indemnity shall constitute a
\nseparate and independent obligation of the Company and shall continue in full
\nforce and effect notwithstanding any such judgment or order as aforesaid. The
\nterm “rate of exchange” shall include any premiums and costs of exchange payable
\nin connection with the purchase of, or conversion into, the relevant currency.\n<\/p>\n<\/p>\n<\/p>\n

26<\/p>\n

\n

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

SECTION 9.<\/p>\n<\/td>\n

\n

Contribution<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

If the indemnification provided for in Section 8 hereof is unavailable or
\ninsufficient to hold harmless an indemnified party thereunder, then each
\nindemnifying party shall contribute to the amount paid or payable by such
\nindemnified party as a result of the losses, claims, damages or liabilities
\nreferred to in Section 8 in such proportion as is appropriate to reflect the
\nrelative benefits received by the Company on the one hand and each Agent on the
\nother from the offering of the Notes to which such loss, claim, damage or
\nliability relates. If, however, the allocation provided by the immediately
\npreceding sentence is not permitted by applicable law or if the indemnified
\nparty failed to give the notice required under Section 8(c) above, then each
\nindemnifying party shall contribute to such amount paid or payable by such
\nindemnified party in such proportion as is appropriate to reflect not only such
\nrelative benefits but also the relative fault of the Company on the one hand and
\neach Agent on the other in connection with the statements or omissions which
\nresulted in such losses, claims, damages or liabilities as well as any other
\nrelevant equitable considerations.<\/p>\n<\/p>\n<\/p>\n

The relative benefits received by the Company on the one hand and an Agent on
\nthe other shall be deemed to be in the same proportion as the total net proceeds
\nfrom the offering of Notes to which such loss, claim, damage or liability
\nrelates (before deducting expenses) received by the Company bears to the total
\nunderwriting discounts and commissions received by such Agent in connection with
\nsuch Notes. The relative fault shall be determined by reference to, among other
\nthings, whether the untrue or alleged untrue statement of a material fact or the
\nomission or alleged omission to state a material fact relates to information
\nsupplied by the Company or an Agent and the parties153 relative intent, knowledge,
\naccess to information and opportunity to correct or prevent such untrue
\nstatement or omission.<\/p>\n<\/p>\n<\/p>\n

The amount paid by an indemnified party as a result of the losses, claims,
\ndamages or liabilities referred to in the first sentence of this Section 9 shall
\nbe deemed to include any legal or other expenses reasonably incurred by such
\nindemnified party in connection with investigating or defending any action or
\nclaim which is the subject of this Section 9.<\/p>\n<\/p>\n<\/p>\n

Notwithstanding the provisions of this Section 9, an Agent shall not be
\nrequired to contribute any amount in excess of the amount by which the total
\nprice at which the Notes sold by such Agent to which such loss, claim, damage or
\nliability relates and distributed to the public exceeds the amount of any
\ndamages which such Agent has otherwise been required to pay by reason of such
\nuntrue or alleged untrue statement or omission or alleged omission. No person
\nguilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
\nthe 1933 Act) shall be entitled to contribution from any person who was not
\nguilty of such fraudulent misrepresentation. In addition, in connection with an
\noffering of Notes purchased from the Company by two or more Agents as principal,
\nthe respective obligations of such Agents to contribute pursuant to this Section
\n9 are several, and not joint, in proportion to the aggregate principal amount of
\nNotes that each such Agent has agreed to purchase from the Company.<\/p>\n<\/p>\n<\/p>\n

For purposes of this Section, each person, if any, who controls an Agent
\nwithin the meaning of Section 15 of the 1933 Act shall have the same rights to
\ncontribution as an Agent, and each director of the Company, each officer of the
\nCompany who signed the Registration Statement, and each person, if any, who
\ncontrols the Company within the meaning of Section 15 of the 1933 Act shall have
\nthe same rights to contribution as the Company.<\/p>\n<\/p>\n<\/p>\n

27<\/p>\n

\n

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

SECTION 10.<\/p>\n<\/td>\n

\n

Payment of Expenses<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Company will pay all expenses incident to the performance of its
\nobligations under this Agreement, including:<\/p>\n<\/p>\n<\/p>\n

(a) The preparation and filing of the Registration Statement and all
\namendments thereto and any preliminary prospectus, the Prospectus and any
\namendments or supplements thereto;<\/p>\n<\/p>\n<\/p>\n

(b) The preparation, filing and reproduction of this Agreement;<\/p>\n<\/p>\n<\/p>\n

(c) The preparation, printing, issuance and delivery of the Notes, including
\nany fees and expenses relating to the use of book-entry notes;<\/p>\n<\/p>\n<\/p>\n

(d) The preparation, printing and distribution of each Issuer Free Writing
\nProspectus to investors or prospective investors.<\/p>\n<\/p>\n<\/p>\n

(e) The reasonable fees and disbursements of the Company153s accountants and
\ncounsel, of the Trustee and its counsel and of any Calculation Agent;<\/p>\n<\/p>\n<\/p>\n

(f) The reasonable fees and disbursements of one counsel to the Agents
\nincurred from time to time in connection with the transactions contemplated
\nhereby;<\/p>\n<\/p>\n<\/p>\n

(g) The qualification of the Notes under state securities laws in accordance
\nwith the provisions of Section 4(h) hereof, including filing fees, and the
\nreasonable fees and disbursements of counsel to the Agents in connection
\ntherewith and in connection with the preparation of any Blue Sky Survey and any
\nLegal Investment Survey;<\/p>\n<\/p>\n<\/p>\n

(h) The printing and delivery to the Agents in quantities as hereinabove
\nstated of copies of the Registration Statement and any amendments thereto, any
\npreliminary prospectus and of the Prospectus and any amendments or supplements
\nthereto;<\/p>\n<\/p>\n<\/p>\n

(i) The preparation, printing, reproducing and delivery to the Agents of
\ncopies, as reasonably requested, of the Indenture and all supplements and
\namendments thereto;<\/p>\n<\/p>\n<\/p>\n

(j) Any fees charged by rating agencies for the rating of the Notes;<\/p>\n<\/p>\n<\/p>\n

(k) The filing fees, if any, incurred with respect to any filing with the
\nFinancial Industry Regulatory Authority, Inc.;<\/p>\n<\/p>\n<\/p>\n

(l) Any advertising and other out-of-pocket expenses of the Agents incurred
\nwith the approval of such expense by the Company;<\/p>\n<\/p>\n<\/p>\n

28<\/p>\n

\n

\n<\/p>\n

(m) The cost of preparing and providing any CUSIP or other identification
\nnumbers for the Notes; and<\/p>\n<\/p>\n<\/p>\n

(n) The fees and expenses of any Depositary (as defined in the Indenture) and
\nany nominees thereof in connection with the Notes.<\/p>\n<\/p>\n<\/p>\n

SECTION 11. Representations, Warranties and Agreements to Survive
\nDelivery<\/u>. All representations, warranties and agreements contained in this
\nAgreement or in certificates of officers of the Company submitted pursuant
\nhereto or thereto, shall remain operative and in full force and effect,
\nregardless of any investigation made by or on behalf of the Agents or any
\ncontrolling person of the Agents, or by or on behalf of the Company, and shall
\nsurvive each delivery of and payment for any of the Notes.<\/p>\n<\/p>\n<\/p>\n

SECTION 12. Termination<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Termination of this Agreement<\/u>. This Agreement (excluding any Terms
\nAgreement) may be terminated for any reason, at any time by either the Company
\nor the Agents on the giving of 15 days153 written notice of such termination to
\nthe other party hereto; provided, however, that the termination of this
\nAgreement by an Agent shall terminate this Agreement only between such Agent and
\nthe Company and the Company153s notice of termination as to any one Agent shall
\nterminate this Agreement only between itself and such Agent.<\/p>\n<\/p>\n<\/p>\n

(b) Termination of a Terms Agreement<\/u>. The Agent or Agents party to a
\nTerms Agreement may terminate any Terms Agreement, immediately upon notice to
\nthe Company, at any time prior to the Settlement Date relating thereto (i) if
\nthere has been, since the date of such Terms Agreement or since the respective
\ndates as of which information is given in the Registration Statement, any
\nmaterial change in the capital stock or long-term debt of the Company or any of
\nits subsidiaries or any material adverse change, or any development involving a
\nprospective material adverse change, in or affecting the general affairs,
\nconsolidated financial position or consolidated results of operations of the
\nCompany, whether or not arising in the ordinary course of business, or (ii) if
\nthere shall have occurred any material adverse change in the financial markets
\nin the United States or, if such Notes are denominated and\/or payable in, or
\nindexed to, one or more foreign or composite currencies, in the international
\nfinancial markets, or any outbreak or escalation of hostilities or other
\ncalamity or crisis the effect of which on the financial markets of the United
\nStates or, if such Notes are denominated and\/or payable in, or indexed to, one
\nor more foreign or composite currencies, on the international financial markets,
\nin each case is such as to make it, in the reasonable judgment of the Agent or
\nAgents party to such Terms Agreement (after consultation with the Company),
\nimpracticable to market the Notes subject to such Terms Agreement or enforce
\ncontracts for the sale of such Notes, or (iii) if trading in any securities of
\nthe Company has been suspended by the Commission or a national securities
\nexchange, or if trading generally on either the American Stock Exchange or the
\nNew York Stock Exchange shall have been suspended, or minimum or maximum prices
\nfor trading have been fixed, or maximum ranges for prices for securities have
\nbeen required, by either of said exchanges or by order of the Commission or any
\nother governmental authority, or if a banking moratorium shall have been
\ndeclared by federal or New York authorities or if a banking moratorium shall
\nhave been declared by the relevant authorities in the country or countries of
\norigin of any foreign currency or currencies in which the Notes subject to such
\nTerms Agreement are denominated and\/or payable, or (iv) if the rating assigned
\nby any nationally recognized securities rating agency to any debt securities of
\nthe Company as of the date of any Terms Agreement shall have been lowered since
\nthat date or if any such rating agency shall have publicly announced since that
\ndate that it has placed any debt securities of the Company on what is commonly
\ntermed a “watch list” for possible downgrading, or (v) if the Prospectus, at the
\ntime it was required to be delivered to a purchaser of Notes subject to such
\nTerms Agreement, contained an untrue statement of a material fact or omitted to
\nstate a material fact necessary in order to make the statements therein, in the
\nlight of the circumstances existing at the time of such delivery, not
\nmisleading.<\/p>\n<\/p>\n<\/p>\n

29<\/p>\n

\n

\n<\/p>\n

(c) General<\/u>. In the event of any such termination, no party will have
\nany liability to any other party hereto, except that (i) each Agent shall be
\nentitled to any commission earned in accordance with the third paragraph of
\nSection 3(b) hereof, (ii) if at the time of termination (a) the Agents shall own
\nany Notes purchased by such Agent with the intention of reselling them or (b) an
\noffer to purchase any of the Notes has been accepted by the Company but the time
\nof delivery to the purchaser or its agent of such Note or Notes relating thereto
\nhas not occurred, the obligations set forth in Section 5 hereof and the
\ncovenants set forth in Sections 4 and 7 hereof shall remain in effect until such
\nNotes are so resold or delivered, as the case may be (provided, however, that,
\nexcept as provided in clause (iii) below, the Company153s obligations pursuant to
\nSections 4 and 7 hereof shall in any event terminate no later than the date that
\nis fifteen days (nine months with respect to subsections (e) and (i) of Section
\n4 hereof) after the time of such termination), and (iii) the covenant set forth
\nin Section 4(g) hereof, the indemnity and contribution agreements set forth in
\nSections 8 and 9 hereof, and the provisions of Sections 10, 11, 14 and 15 hereof
\nshall remain in effect.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 13.<\/p>\n<\/td>\n

\n

Notices<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Unless otherwise provided herein, all notices required under the terms and
\nprovisions hereof shall be in writing, either delivered by hand, by mail or by
\ntelex, by telecopier or by telegram, and any such notice shall be effective when
\nreceived at the address specified below.<\/p>\n<\/p>\n<\/p>\n

If to the Company:<\/p>\n<\/p>\n<\/p>\n

Colgate-Palmolive Company<\/p>\n<\/p>\n

300 Park Avenue<\/p>\n<\/p>\n

New York, New York 10022<\/p>\n<\/p>\n

Attention: Treasurer<\/p>\n<\/p>\n

Facsimile: (212) 310-2873<\/p>\n<\/p>\n<\/p>\n

If to BAS:<\/p>\n<\/p>\n<\/p>\n

Banc of America Securities LLC<\/p>\n<\/p>\n

One Bryant Park<\/p>\n<\/p>\n

NY1-100-18-03<\/p>\n<\/p>\n

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

Attention: High Grade Transaction Management\/Legal<\/p>\n<\/p>\n

Facsimile: (646) 855-5958<\/p>\n<\/p>\n<\/p>\n

30<\/p>\n

\n

\n<\/p>\n

If to Citigroup:<\/p>\n<\/p>\n<\/p>\n

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

388 Greenwich Street, 34th Floor<\/p>\n<\/p>\n

New York, New York 10013<\/p>\n<\/p>\n

Attention: Medium-Term Note Department<\/p>\n<\/p>\n

Telephone: (212) 816-5831<\/p>\n<\/p>\n

Facsimile: (212) 816-0949<\/p>\n<\/p>\n<\/p>\n

If to Deutsche Bank:<\/p>\n<\/p>\n<\/p>\n

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

60 Wall Street<\/p>\n<\/p>\n

New York, New York 10005<\/p>\n<\/p>\n

Attention: Debt Capital Markets Group<\/p>\n<\/p>\n

Telephone: (212) 250-2500<\/p>\n<\/p>\n

Facsimile: (212) 797-2202<\/p>\n<\/p>\n<\/p>\n

If to Goldman Sachs:<\/p>\n<\/p>\n<\/p>\n

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

200 West Street<\/p>\n<\/p>\n

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

Attention: Registration Department<\/p>\n<\/p>\n

Telephone: (212) 902-1171<\/p>\n<\/p>\n

Facsimile: (212) 902-3000<\/p>\n<\/p>\n<\/p>\n

If to J.P. Morgan:<\/p>\n<\/p>\n<\/p>\n

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

383 Madison Avenue<\/p>\n<\/p>\n

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

Attention: Transaction Execution Group<\/p>\n<\/p>\n

Telephone: (212) 834-5710<\/p>\n<\/p>\n

Facsimile: (212) 834-6702<\/p>\n<\/p>\n<\/p>\n

If to Merrill Lynch:<\/p>\n<\/p>\n<\/p>\n

Banc of America Securities LLC<\/p>\n<\/p>\n

One Bryant Park<\/p>\n<\/p>\n

NY1-100-18-03<\/p>\n<\/p>\n

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

Facsimile: (646) 855-5958<\/p>\n<\/p>\n<\/p>\n

31<\/p>\n

\n

\n<\/p>\n

If to Morgan Stanley:<\/p>\n<\/p>\n<\/p>\n

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

1585 Broadway, 2nd Floor<\/p>\n<\/p>\n

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

Attention: Manager : Continuously Offered Products<\/p>\n<\/p>\n

Facsimile: (212) 507-3753<\/p>\n<\/p>\n<\/p>\n

With a copy to:<\/p>\n<\/p>\n<\/p>\n

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

1585 Broadway, 29th Floor<\/p>\n<\/p>\n

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

Attention: Investment Banking Information Center<\/p>\n<\/p>\n

Facsimile: (212) 507-6954<\/p>\n<\/p>\n<\/p>\n

or at such other address as such party may designate from time to time by
\nnotice duly given in accordance with the terms of this Section 13.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 14.<\/p>\n<\/td>\n

\n

Governing Law<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

This Agreement and all the rights and obligations of the parties shall be
\ngoverned by and construed in accordance with the laws of the State of New York
\napplicable to agreements made and to be performed in such State.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 15.<\/p>\n<\/td>\n

\n

Parties<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

This Agreement shall inure to the benefit of and be binding upon the Agents
\nand the Company and their respective successors. Nothing expressed or mentioned
\nin this Agreement is intended or shall be construed to give any person, firm or
\ncorporation, other than the parties hereto and their respective successors and
\nthe controlling persons and officers and directors referred to in Sections 8 and
\n9 hereof and their heirs and legal representatives, any legal or equitable
\nright, remedy or claim under or in respect of this Agreement or any provision
\nherein contained. This Agreement and all conditions and provisions hereof are
\nintended to be for the sole and exclusive benefit of the parties hereto and
\ntheir respective successors and said controlling persons, officers and directors
\nand their heirs and legal representatives, and for the benefit of no other
\nperson, firm or corporation. No purchaser of Notes shall be deemed to be a
\nsuccessor by reason merely of such purchase.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 16.<\/p>\n<\/td>\n

\n

Counterparts<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

This Agreement may be executed in several counterparts, each of which shall
\nbe deemed an original hereof.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 17.<\/p>\n<\/td>\n

\n

Captions<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The captions in this Agreement are for convenience of reference only and
\nshall not define or limit any of the terms or the provisions hereof.<\/p>\n<\/p>\n<\/p>\n

32<\/p>\n

\n

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

SECTION 18.<\/p>\n<\/td>\n

\n

Additional Agents<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Notwithstanding anything contrary contained in this Agreement, the Company
\nmay from time to time appoint one or more additional agents (each, an
\n“Additional Agent” and collectively, the “Additional Agents”) in accordance with
\nthe following provisions:<\/p>\n<\/p>\n<\/p>\n

(a) Appointment of Agent<\/u>. The Company may appoint an Additional Agent
\nor Agents, to act as an agent of the Company pursuant to the terms and
\nconditions set forth in this Agreement, provided that (i) such Additional Agent
\nshall deliver to the Company a letter substantially in the form of Exhibit B
\nhereto, and (ii) the Company shall have delivered to such Additional Agent a
\nletter substantially in the form of Exhibit C hereto.<\/p>\n<\/p>\n<\/p>\n

(b) Notice of Appointment of Additional Agents<\/u>. The Company shall
\npromptly notify the Agents of any such appointment pursuant to subsection (a) of
\nthis Section 18 by supplying to such parties a copy of the applicable letter or
\nletters.<\/p>\n<\/p>\n<\/p>\n

(c) Effect of Appointment<\/u>. Upon satisfaction by the Company and any
\nAdditional Agent of the provisions of subsections (a) and (b) of this Section
\n18, such Additional Agent shall be deemed to be an Agent hereunder and all
\nreferences to “Agent” in this Agreement shall be deemed to include such
\nAdditional Agent from and after the date such provisions are satisfied and such
\nappointment is effective.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

SECTION 19.<\/p>\n<\/td>\n

\n

No Fiduciary Duty<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

The Company hereby acknowledges that the Agents will be acting pursuant to a
\ncontractual relationship on an arm153s length basis and in no event do the parties
\nintend that the Agents act or be responsible as a fiduciary to the Company, its
\nmanagement, stockholders, creditors or any other person. The Company and the
\nAgents each hereby expressly disclaim any fiduciary relationship and agree they
\nare each responsible for making their own judgments with respect to any
\ntransactions entered into between them.<\/p>\n<\/p>\n<\/p>\n

33<\/p>\n

\n

\n<\/p>\n

If the foregoing is in accordance with the Agents153 understanding of our
\nagreement, please sign and return to the Company a counterpart hereof, whereupon
\nthis instrument along with all counterparts will become a binding agreement
\nbetween the Agents and the Company in accordance with its terms.<\/p>\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\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

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

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

COLGATE-PALMOLIVE COMPANY<\/p>\n<\/td>\n<\/tr>\n

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

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

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

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

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

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

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

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

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

BANC OF AMERICA SECURITIES LLC<\/p>\n<\/td>\n

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

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

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

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

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

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

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

CITIGROUP GLOBAL MARKETS INC.<\/p>\n<\/td>\n

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

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

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

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

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

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

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

DEUTSCHE BANK SECURITIES INC.<\/p>\n<\/td>\n

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MORGAN STANLEY & CO. INCORPORATED<\/p>\n<\/td>\n

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

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

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

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

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

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

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

SCHEDULE A<\/p>\n

\n<\/p>\n

As compensation for the services of the Agents hereunder, the Company shall
\npay the applicable Agent, on a discount basis, a commission for the sale of each
\nNote by such Agent equal to the principal amount of such Note multiplied by the
\nappropriate percentage set forth below:<\/p>\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\n
\n

Maturity Ranges<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Percent of Principal Amount<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

From 1 year to less than 2 years<\/p>\n<\/td>\n

<\/td>\n\n

.150<\/p>\n<\/td>\n<\/tr>\n

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

From 2 years to less than 3 years<\/p>\n<\/td>\n

<\/td>\n\n

.200<\/p>\n<\/td>\n<\/tr>\n

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

From 3 years to less than 5 years<\/p>\n<\/td>\n

<\/td>\n\n

.250<\/p>\n<\/td>\n<\/tr>\n

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

From 5 years to less than 6 years<\/p>\n<\/td>\n

<\/td>\n\n

.350<\/p>\n<\/td>\n<\/tr>\n

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

From 6 years to less than 7 years<\/p>\n<\/td>\n

<\/td>\n\n

.375<\/p>\n<\/td>\n<\/tr>\n

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

From 7 years to less than 10 years.<\/p>\n<\/td>\n

<\/td>\n\n

.400<\/p>\n<\/td>\n<\/tr>\n

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

From 10 years to less than 12 years<\/p>\n<\/td>\n

<\/td>\n\n

.450<\/p>\n<\/td>\n<\/tr>\n

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

From 12 years to less than 15 years<\/p>\n<\/td>\n

<\/td>\n\n

.500<\/p>\n<\/td>\n<\/tr>\n

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

From 15 years to less than 20 years<\/p>\n<\/td>\n

<\/td>\n\n

.550<\/p>\n<\/td>\n<\/tr>\n

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

From 20 years to 30 years<\/p>\n<\/td>\n

<\/td>\n\n

.875<\/p>\n<\/td>\n<\/tr>\n

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

Beyond 30 years<\/p>\n<\/td>\n

<\/td>\n\n

To be negotiated<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Schedule A<\/p>\n

\n

\n<\/p>\n

EXHIBIT A<\/p>\n

\n<\/p>\n

The following terms, if applicable, shall be agreed to by the Agents and the
\nCompany pursuant to each Terms Agreement:<\/p>\n<\/p>\n<\/p>\n

Principal Amount: $ <\/u><\/p>\n<\/p>\n

(or principal amount of foreign or composite currency)<\/p>\n<\/p>\n

Stated Maturity Date:<\/p>\n<\/p>\n

Specified Currency:<\/p>\n<\/p>\n

Exchange Rate Agent:<\/p>\n<\/p>\n

Authorized Denomination:<\/p>\n<\/p>\n

Original Issue Date:<\/p>\n<\/p>\n

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

Issue Price: %<\/p>\n<\/p>\n

Agent153s Discount or Commission:<\/p>\n<\/p>\n

Settlement Date and Time:<\/p>\n<\/p>\n

Interest Rate or Formula:<\/p>\n<\/p>\n

If Fixed Rate Note:<\/p>\n<\/p>\n

Interest Rate:<\/p>\n<\/p>\n

Interest Payment Dates:<\/p>\n<\/p>\n

Day Count Convention:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

o<\/p>\n<\/td>\n

\n

30\/360 for the period from to .<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

o<\/p>\n<\/td>\n

\n

Actual\/360 for the period from to .<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

o<\/p>\n<\/td>\n

\n

Actual\/Actual for the period from to .<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If Floating Rate Note:<\/p>\n<\/p>\n

Interest Calculation:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

o<\/p>\n<\/td>\n

\n

Regular Floating Rate Note<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

o<\/p>\n<\/td>\n

\n

Floating Rate\/Fixed Rate Note<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

Fixed Rate Commencement Date:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

Fixed Interest Rate:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

o<\/p>\n<\/td>\n

\n

Inverse Floating Rate Note<\/p>\n<\/td>\n<\/tr>\n

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

Fixed Interest Rate:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Interest Rate Basis(es):<\/p>\n<\/p>\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

If LIBOR,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

__ Reuters Page LIBOR01<\/p>\n<\/td>\n<\/tr>\n

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

__ Reuters Page LIBOR02<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Designated LIBOR Currency:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

If CMT Rate,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Designated Reuters Page:<\/p>\n<\/td>\n<\/tr>\n

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

__ If Reuters Page FRBCMT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

If Reuters Page FEDCMT:<\/p>\n<\/td>\n<\/tr>\n

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

__ Weekly Average<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

__ Monthly Average<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

Designated CMT Maturity Index:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If Federal Funds Rate,<\/p>\n<\/p>\n

A-1<\/p>\n

\n

\n

__ If Federal Funds (Effective) Rate<\/p>\n<\/p>\n

__ If Federal Funds Open Rate<\/p>\n<\/p>\n

__ If Federal Funds Target Rate<\/p>\n<\/p>\n

Initial Interest Rate, if any:<\/p>\n<\/p>\n

Initial Interest Reset Date:<\/p>\n<\/p>\n

Spread and\/or Spread Multiplier, if any:<\/p>\n<\/p>\n

Interest Reset Dates:<\/p>\n<\/p>\n

Interest Payment Dates:<\/p>\n<\/p>\n

Regular Record Dates:<\/p>\n<\/p>\n

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

Minimum Interest Rate, if any:<\/p>\n<\/p>\n

Interest Rate Reset Period:<\/p>\n<\/p>\n

Interest Payment Period:<\/p>\n<\/p>\n

Calculation Agent:<\/p>\n<\/p>\n

Day Count Convention:<\/p>\n<\/p>\n

o 30\/360 for the period from to .<\/p>\n<\/p>\n

o Actual\/360 for the period from to .<\/p>\n<\/p>\n

o Actual\/Actual for the period from to .<\/p>\n<\/p>\n

If Redeemable:<\/p>\n<\/p>\n

Initial Redemption Date:<\/p>\n<\/p>\n

Initial Redemption Percentage:<\/p>\n<\/p>\n

Annual Redemption Percentage<\/p>\n<\/p>\n

Reduction, if any:<\/p>\n<\/p>\n

If Repayable:<\/p>\n<\/p>\n

Optional Repayment Dates:<\/p>\n<\/p>\n

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

Additional\/Other Terms:<\/p>\n<\/p>\n<\/p>\n

Also, in connection with the purchase of Notes from the Company by one or
\nmore Agents as principal, agreement as to whether the following will be
\nrequired:<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

Officers153 Certificate pursuant to Section 7(b) of the Distribution Agreement.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

Legal Opinion pursuant to Section 7(c) of the Distribution Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

Comfort Letter pursuant to Section 7(d) of the Distribution Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

Stand-off Agreement pursuant to Section 4(j) of the Distribution Agreement.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

Legal Opinion of counsel to the Agents pursuant to Section 5(b)(2) of the
\nDistribution Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A-2<\/p>\n

\n

\n<\/p>\n

EXHIBIT B<\/p>\n

\n<\/p>\n

FORM OF LETTER APPOINTING ADDITIONAL AGENT- PROGRAM<\/u><\/p>\n

\n<\/p>\n

[ ], [ ]<\/p>\n

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

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

\n

Colgate-Palmolive Company<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

300 Park Avenue<\/p>\n<\/p>\n

New York, New York 10022<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

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

\n

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

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

\n

Medium-Term Notes, Series G of Colgate-Palmolive<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Company (the “Company”) <\/u><\/p>\n<\/p>\n

Dear Sirs:<\/p>\n<\/p>\n<\/p>\n

We refer to Section 18(a) of the Distribution Agreement dated July 29, 2010
\nentered into with respect to the distribution of the Company153s Medium-Term
\nNotes, Series G (the “Notes”), and made between the Company and the Agents party
\nthereto (which agreement, as amended from time to time, is herein referred to as
\nthe “Distribution Agreement”).<\/p>\n<\/p>\n<\/p>\n

Conditions Precedent<\/u><\/p>\n<\/p>\n<\/p>\n

We confirm that we are in receipt of the documents referenced below:<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

a copy of the Distribution Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

copies of such documents referenced in the Distribution Agreement as we have
\nreasonably requested; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

side letters in a form approved by us from the legal counsel referred to in
\nSection 5(b)(1) and 5(b)(2), if required, of the Distribution Agreement
\naddressed to us and giving us the full benefit of the existing legal opinions.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

For the purposes of Section 13 of the Distribution Agreement, our name,
\naddress, telephone and telecopy number for the service of notices are as
\nfollows:<\/p>\n<\/p>\n<\/p>\n

[insert name, address, telecopy number and attention]<\/p>\n

\n<\/p>\n

In consideration of the Company appointing us as an Agent under the
\nDistribution Agreement, we hereby undertake, for the benefit of the Company and
\neach of the other Agents, that we will perform and comply with all the duties
\nand obligations expressed to be assumed by an Agent under the Distribution
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

B-1<\/p>\n

\n

\n<\/p>\n

This letter is governed by, and shall be construed in accordance with, the
\nlaws of the State of New York applicable to agreements made and to be performed
\nwholly within such State.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

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

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

[NAME OF NEW AGENT]<\/p>\n<\/td>\n<\/tr>\n

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

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

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

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

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

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

B-2<\/p>\n

\n

\n<\/p>\n

EXHIBIT C<\/p>\n

\n<\/p>\n

FORM OF COMPANY LETTER<\/u><\/p>\n

\n<\/p>\n

[ ], [ ]<\/p>\n

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

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

\n

[NAME AND ADDRESS OF NEW AGENT]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Medium-Term Notes, Series G of Colgate-Palmolive<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Company (the “Company”) <\/u><\/p>\n<\/p>\n

Dear Sirs:<\/p>\n<\/p>\n<\/p>\n

We refer to the Distribution Agreement dated July 29, 2010 (such agreement,
\nas amended from time to time, the “Distribution Agreement”) entered into with
\nrespect to the distribution of the Company153s Medium-Term Notes, Series G (the
\n“Notes”) and hereby acknowledge receipt of your letter to us dated .<\/p>\n<\/p>\n<\/p>\n

In accordance with Section 18(a) of the Distribution Agreement, we hereby
\nconfirm that, with effect from the date hereof, you shall become a party to the
\nDistribution Agreement, vested with all the authority, rights, powers, duties
\nand obligations of an Agent as if originally named as an Agent under the
\nDistribution Agreement.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

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

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

COLGATE-PALMOLIVE COMPANY<\/p>\n<\/td>\n<\/tr>\n

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

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

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

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

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

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

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

\n

[Other Agents party to the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Distribution Agreement]<\/p>\n<\/p>\n

C-1<\/p>\n

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