{"id":43959,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-clorox-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-clorox-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-clorox-co.html","title":{"rendered":"Underwriting Agreement – Clorox Co."},"content":{"rendered":"

The Clorox Company<\/strong><\/p>\n

$300,000,000 3.800% Senior Notes due 2021<\/strong>\n<\/p>\n


\n____________________ <\/strong><\/p>\n

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

November 14, 2011<\/p>\n

Citigroup Global Markets Inc.,
\nJ.P. Morgan Securities LLC,
\nWells Fargo Securities, LLC
\nAs representatives of the several Underwriters
\nnamed in Schedule I hereto,
\nc\/o J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179<\/p>\n

Ladies and Gentlemen:<\/p>\n

The Clorox Company, a Delaware corporation (the “Company”), proposes, subject
\nto the terms and conditions stated herein, to issue and sell to the Underwriters
\nnamed in Schedule I hereto (the “Underwriters”) an aggregate of $300,000,000
\nprincipal amount of its 3.800% Senior Notes due 2021 (the “Securities”).<\/p>\n

1. The Company represents and warrants to, and agrees with, each of the
\nUnderwriters that:<\/p>\n

(a) An “automatic shelf registration statement” as defined under Rule 405
\nunder the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No.
\n333-177931) in respect of the Securities has been filed with the Securities and
\nExchange Commission (the “Commission”) not earlier than three years prior to the
\ndate hereof; such registration statement, and any post-effective amendment
\nthereto, became effective on filing; and no stop order suspending the
\neffectiveness of such registration statement or any part thereof has been issued
\nand no proceeding for that purpose has been initiated or threatened by the
\nCommission, and no notice of objection of the Commission to the use of such
\nregistration statement or any post-effective amendment thereto pursuant to Rule
\n401(g)(2) under the Act has been received by the Company (the base prospectus
\nfiled as part of such registration statement, in the form in which it has most
\nrecently been filed with the Commission on or prior to the date of this
\nAgreement, is hereinafter called the “Basic Prospectus”; any preliminary
\nprospectus (including any preliminary prospectus supplement) relating to the
\nSecurities filed with the Commission pursuant to Rule 424(b) under the Act is
\nhereinafter called a “Preliminary Prospectus”; the various parts of such
\nregistration statement, including all exhibits thereto but excluding Form T-1
\nand including any prospectus supplement relating to the Securities that is filed
\nwith the Commission and deemed by virtue of Rule 430B to be part of such
\nregistration statement, each as amended at the time such part of the
\nregistration statement became effective, are hereinafter collectively called the
\n“Registration Statement”; the Basic Prospectus, as amended and supplemented
\nimmediately prior to the Applicable Time (as defined in Section 1(c) hereof), is
\nhereinafter called the “Pricing Prospectus”; the form of the final prospectus
\nrelating to the Securities filed with the Commission pursuant to Rule 424(b)
\nunder the Act in accordance with Section 5(a) hereof is hereinafter called the
\n“Prospectus”; any reference herein to the Basic Prospectus, the Pricing
\nProspectus, any Preliminary Prospectus or the Prospectus shall be deemed to
\nrefer to and include the documents incorporated by reference therein pursuant to
\nItem 12 of Form S-3 under the Act, as of the date of such prospectus; any
\nreference to any amendment or supplement to the Basic Prospectus, any
\nPreliminary Prospectus or the Prospectus shall be deemed to refer to and include
\nany post-effective amendment to the Registration Statement, any prospectus
\nsupplement relating to the Securities filed with the Commission pursuant to Rule
\n424(b) under the Act and any documents filed under the Securities Exchange Act
\nof 1934, as amended (the “Exchange Act”), and incorporated therein, in each case
\nafter the date of the Basic Prospectus, such Preliminary Prospectus, or the
\nProspectus, as the case may be; any reference to any amendment to the
\nRegistration Statement shall be deemed to refer to and include any annual report
\nof the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act
\nafter the effective date of the Registration Statement that is incorporated by
\nreference in the Registration Statement; and any “issuer free writing
\nprospectus” as defined in Rule 433 under the Act relating to the Securities is
\nhereinafter called an “Issuer Free Writing Prospectus”;<\/p>\n

\n<\/p>\n

(b) No order preventing or suspending the use of any Preliminary Prospectus
\nor any Issuer Free Writing Prospectus has been issued by the Commission, and
\neach Preliminary Prospectus, at the time of filing thereof, conformed in all
\nmaterial respects to the requirements of the Act and the Trust Indenture Act of
\n1939, as amended (the “Trust Indenture Act”), and the rules and regulations of
\nthe Commission thereunder, and did 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; provided, however, that this representation and
\nwarranty shall not apply to any statements or omissions made in reliance upon
\nand in conformity with information furnished in writing to the Company by an
\nUnderwriter through Citigroup Global Markets Inc., J.P. Morgan Securities LLC
\nand Wells Fargo Securities, LLC (collectively, the “Representatives,” as
\nrepresentatives of the several Underwriters named in Schedule I hereto)
\nexpressly for use therein;<\/p>\n

(c) For the purposes of this Agreement, the “Applicable Time” is 4:00 p.m.
\n(Eastern time) on the date of this Agreement; the Pricing Prospectus as of the
\nApplicable Time as supplemented by the final term sheet prepared and filed
\npursuant to Section 5(a) hereof, taken together (collectively, the “Pricing
\nDisclosure Package”), did not include any untrue statement of a material fact or
\nomit to state any material fact necessary in order to make the statements
\ntherein, in the light of the circumstances under which they were made, not
\nmisleading; and each Issuer Free Writing Prospectus listed on Schedule II(a)
\nhereto does not conflict with the information contained in the Registration
\nStatement, the Pricing Prospectus or the Prospectus and each such Issuer Free
\nWriting Prospectus, as supplemented by and taken together with the Pricing
\nDisclosure Package as of the Applicable Time, did not include any untrue
\nstatement of a material fact or omit to state any material fact necessary in
\norder to make the statements therein, in the light of the circumstances under
\nwhich they were made, not misleading; provided, however, that this
\nrepresentation and warranty shall not apply to statements or omissions made in
\nan Issuer Free Writing Prospectus in reliance upon and in conformity with
\ninformation furnished in writing to the Company by an Underwriter through the
\nRepresentatives expressly for use therein;<\/p>\n

2<\/p>\n

\n<\/p>\n

(d) The documents incorporated by reference in the Pricing Disclosure Package
\nand the Prospectus, when they became effective or were filed with the
\nCommission, as the case may be, conformed in all material respects to the
\nrequirements of the Act or the Exchange Act, as applicable, and the rules and
\nregulations of the Commission thereunder, and none of such documents contained
\nan untrue statement of a material fact or omitted to state a material fact
\nrequired to be stated therein or necessary to make the statements therein not
\nmisleading; any further documents so filed and incorporated by reference in the
\nProspectus or any further amendment or supplement thereto, when such documents
\nbecome effective or are filed with the Commission, as the case may be, will
\nconform in all material respects to the requirements of the Act or the Exchange
\nAct, as applicable, and the rules and regulations of the Commission thereunder
\nand will not contain an untrue statement of a material fact or omit to state a
\nmaterial fact required to be stated therein or necessary to make the statements
\ntherein not misleading; provided, however, that this representation and warranty
\nshall not apply to any statements or omissions made in reliance upon and in
\nconformity with information furnished in writing to the Company by an
\nUnderwriter through the Representatives expressly for use therein; and no such
\ndocuments were filed with the Commission since the Commission153s close of
\nbusiness on the business day immediately prior to the date of this Agreement and
\nprior to the execution of this Agreement, except as set forth on Schedule II(b)
\nhereto;<\/p>\n

(e) The Registration Statement conforms, and the Prospectus and any further
\namendments or supplements to the Registration Statement and the Prospectus will
\nconform, in all material respects to the requirements of the Act and the Trust
\nIndenture Act and the rules and regulations of the Commission thereunder and do
\nnot and will not, as of the applicable effective date as to each part of the
\nRegistration Statement and as of the applicable filing date as to the Prospectus
\nand any amendment or supplement thereto, contain an untrue statement of a
\nmaterial fact or omit to state a material fact required to be stated therein or
\nnecessary to make the statements therein not misleading; provided, however, that
\nthis representation and warranty shall not apply to any statements or omissions
\nmade in reliance upon and in conformity with information furnished in writing to
\nthe Company by an Underwriter through the Representatives expressly for use
\ntherein;<\/p>\n

(f) The Company and its subsidiaries, considered as one enterprise, have not
\nsustained since the date of the latest audited financial statements included or
\nincorporated by reference in the Pricing Disclosure Package and the Prospectus
\nany material loss or interference with their business from fire, explosion,
\nflood or other calamity, whether or not covered by insurance, or from any labor
\ndispute or court or governmental action, order or decree, otherwise than as set
\nforth or contemplated in the Pricing Disclosure Package and the Prospectus; and,
\nsince the respective dates as of which information is given in the Registration
\nStatement, the Prospectus and the Pricing Disclosure Package, there has not been
\nany change in the capital stock of the Company or the consolidated long term
\ndebt of the Company and its subsidiaries or any material adverse change in the
\nfinancial condition, business prospects, results of operations, earnings or
\nbusiness of the Company and its subsidiaries, considered as one enterprise,
\nwhether or not arising from transactions in the ordinary course of business,
\notherwise than as set forth or contemplated in the Pricing Disclosure Package
\nand the Prospectus;<\/p>\n

3<\/p>\n

\n<\/p>\n

(g) The Company and its subsidiaries, considered as one enterprise, have good
\nand marketable title in fee simple to all real property and good and marketable
\ntitle to all personal property owned by them, in each case free and clear of all
\nliens, encumbrances and defects except such as are described in the Pricing
\nDisclosure Package and the Prospectus and except where the failure to have such
\ngood and marketable title could not reasonably be expected to have a material
\nadverse effect on the financial condition, business prospects, results of
\noperations, earnings or business of the Company and its subsidiaries, considered
\nas one enterprise, whether or not arising in the ordinary course of business (a
\n“Material Adverse Effect”); and any real property and buildings held under lease
\nby the Company and its subsidiaries are held by them under valid, subsisting and
\nenforceable leases with such exceptions as are not material and could not
\nreasonably be expected to have a Material Adverse Effect;<\/p>\n

(h) Each of the Company and each of its Significant Subsidiaries (as defined
\nbelow) has been duly incorporated and is validly existing as a corporation (or
\nother relevant organizational form) in good standing under the laws of the
\njurisdiction in which it is chartered or organized with full organizational
\npower and authority to own or lease, as the case may be, and to operate its
\nproperties and conduct its business as described in the Pricing Disclosure
\nPackage and the Prospectus, and is duly qualified to do business as a foreign
\ncorporation (or other relevant organizational form) and is in good standing
\nunder the laws of each jurisdiction which requires such qualification, except
\nwhere the failure to be so qualified could not reasonably be expected to have a
\nMaterial Adverse Effect. As used herein, “Significant Subsidiary” means any
\nsubsidiary of the Company that is a significant subsidiary as defined in Rule
\n1-02(w) of the Commission153s Regulation S-X. As of the date hereof, the Company153s
\nonly Significant Subsidiaries are: (i) The Clorox Sales Company; (ii) Burt153s
\nBees, Inc.; (iii) Clorox Manufacturing Co.; (iv) Clorox Services Company; (v)
\nThe HV Food Products Company; and (vi) The Glad Products Company.<\/p>\n

(i) The Company has an authorized capitalization as set forth in the Pricing
\nDisclosure Package and the Prospectus and all of the issued shares of capital
\nstock of the Company have been duly and validly authorized and issued and are
\nfully paid and non-assessable; and all the outstanding shares of capital stock
\nof each Significant Subsidiary have been duly and validly authorized and issued
\nand are fully paid and non-assessable, and, except as otherwise set forth in the
\nPricing Disclosure Package and the Prospectus, all outstanding shares of capital
\nstock of the Significant Subsidiaries are owned by the Company either directly
\nor through wholly owned subsidiaries free and clear of any perfected security
\ninterest or any other security interests, claims, liens or encumbrances;<\/p>\n

4<\/p>\n

\n<\/p>\n

(j) The Securities have been duly authorized and, when issued and delivered
\npursuant to this Agreement, will have been duly executed, authenticated, issued
\nand delivered and will constitute valid and legally binding obligations of the
\nCompany, enforceable in accordance with their terms, subject, as to enforcement,
\nto bankruptcy, insolvency, reorganization and other laws of general
\napplicability relating to or affecting creditors153 rights and to general equity
\nprinciples (whether considered in a proceeding in equity or at law), and
\nentitled to the benefits provided by the indenture dated as of October 9, 2007
\n(the “Indenture”) between the Company and The Bank of New York Trust Company,
\nN.A., as trustee, as heretofore supplemented and as to be further supplemented
\nby the Third Supplemental Indenture, dated as of November 17, 2011, among the
\nCompany and Wells Fargo Bank, National Association, as trustee with respect to
\nthe Securities (the “Trustee”), under which they are to be issued; the Indenture
\nhas been duly authorized, executed and delivered by the Company and duly
\nqualified under the Trust Indenture Act and constitutes a valid and legally
\nbinding instrument, enforceable in accordance with its terms, subject, as to
\nenforcement, to bankruptcy, insolvency, reorganization and other laws of general
\napplicability relating to or affecting creditors153 rights and to general equity
\nprinciples (whether considered in a proceeding in equity or at law); and the
\nSecurities and the Indenture will conform to the descriptions thereof in the
\nPricing Disclosure Package and the Prospectus;<\/p>\n

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

(l) Neither the issue and sale of the Securities nor the consummation of any
\nof the other transactions herein contemplated nor the fulfillment of the terms
\nhereof will conflict with, result in a breach or violation or imposition of any
\nlien, charge or encumbrance upon any property or assets of the Company or any of
\nits subsidiaries pursuant to (i) the certificate of incorporation or bylaws (or
\nsimilar organizational document), in each case as amended, of the Company or any
\nof its Significant Subsidiaries, (ii) the terms of any indenture, contract,
\nlease, mortgage, deed of trust, note agreement, loan agreement or other
\nagreement, obligation, condition, covenant or instrument to which the Company or
\nany of its subsidiaries is a party or bound or to which its or their property is
\nsubject, or (iii) any statute, law, rule, regulation, judgment, order or decree
\napplicable to the Company or any of its subsidiaries of any court, regulatory
\nbody, administrative agency, governmental body, arbitrator or other authority
\nhaving jurisdiction over the Company or any of its subsidiaries or any of its or
\ntheir properties, other than, in the case of clauses (ii) and (iii), conflicts,
\nbreaches or liens (considered in the aggregate) which could not reasonably be
\nexpected to have a Material Adverse Effect;<\/p>\n

(m) No consent, approval, authorization, order, registration or qualification
\nof or with any such court or governmental agency or body is required for the
\nissue and sale of the Securities or the consummation by the Company of the
\ntransactions contemplated by this Agreement or the Indenture except such as have
\nbeen obtained under the Act and the Trust Indenture Act and such consents,
\napprovals, authorizations, registrations or qualifications as may be required
\nunder state securities or Blue Sky laws in connection with the purchase and
\ndistribution of the Securities by the Underwriters;<\/p>\n

5<\/p>\n

\n<\/p>\n

(n) (A) Neither the Company nor any Significant Subsidiary is in violation or
\ndefault of any provision of its certificate of incorporation or bylaws (or
\nsimilar organizational document), in each case as amended, and (B) neither the
\nCompany nor any subsidiary is in violation or default of (i) the terms of any
\nindenture, contract, lease, mortgage, deed of trust, note agreement, loan
\nagreement or other agreement, obligation, condition, covenant or instrument to
\nwhich it is a party or bound or to which its property is subject, or (ii) any
\nstatute, law, rule, regulation, judgment, order or decree of any court,
\nregulatory body, administrative agency, governmental body, arbitrator or other
\nauthority having jurisdiction over the Company or such subsidiary or any of its
\nproperties, as applicable, other than, in the case of clause (B) above, any
\nviolations or defaults (considered in the aggregate) which could not reasonably
\nbe expected to have a Material Adverse Effect. Schedule III hereto lists each
\nindenture, contract, lease, mortgage, deed of trust, note agreement, loan
\nagreement or other agreement, obligation, condition, covenant or instrument with
\nrespect to which a default by the Company could reasonably be expected to have a
\nMaterial Adverse Effect;<\/p>\n

(o) The statements set forth in the Pricing Prospectus and the Prospectus
\nunder the captions “Description of Debt Securities” and “Description of Notes,”
\ninsofar as they purport to constitute a summary of the terms of the Securities,
\nand under the caption “Material United States Tax Consequences,” insofar as they
\npurport to describe the provisions of the laws and documents referred to
\ntherein, are accurate, complete and fair;<\/p>\n

(p) No action, suit or proceeding by or before any court or governmental
\nagency, authority or body or any arbitrator involving the Company or any of its
\nsubsidiaries or its or their property is pending or, to the knowledge of the
\nCompany, threatened that (i) could reasonably be expected to have a material
\nadverse effect on the performance of this Agreement or the consummation of any
\nof the transactions contemplated hereby or (ii) could reasonably be expected to
\nhave a Material Adverse Effect, except as set forth in or contemplated in the
\nPricing Prospectus;<\/p>\n

(q) The Company is not and, after giving effect to the offering and sale of
\nthe Securities and the application of the proceeds thereof, will not be an
\n“investment company,” as such term is defined in the Investment Company Act of
\n1940, as amended (the “Investment Company Act”);<\/p>\n

(r) (A) (i) At the time of filing the Registration Statement, (ii) at the
\ntime of the most recent amendment thereto for the purposes of complying with
\nSection 10(a)(3) of the Act (whether such amendment was by post-effective
\namendment, incorporated report filed pursuant to Section 13 or 15(d) of the
\nExchange Act or form of prospectus), and (iii) at the time the Company or any
\nperson acting on its behalf (within the meaning, for this clause only, of Rule
\n163(c) under the Act) made any offer relating to the Securities in reliance on
\nthe exemption of Rule 163 under the Act, the Company was a “well-known seasoned
\nissuer” as defined in Rule 405 under the Act; and (B) at the earliest time after
\nthe filing of the Registration Statement that the Company or another offering
\nparticipant made a bona fide offer (within the meaning of Rule 164(h)(2) under
\nthe Act) of the Securities, the Company was not an “ineligible issuer” as
\ndefined in Rule 405 under the Act;<\/p>\n

6<\/p>\n

\n<\/p>\n

(s) Ernst & Young LLP, who have certified certain financial statements of
\nthe Company and its subsidiaries, and have audited the Company153s internal
\ncontrol over financial reporting, are an independent registered public
\naccounting firm as required by the Act and the rules and regulations of the
\nCommission thereunder;<\/p>\n

(t) The Company maintains a system of internal control over financial
\nreporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
\nthat complies with the requirements of the Exchange Act and has been designed by
\nthe Company153s principal executive officer and principal financial officer, or
\nunder their supervision, to provide reasonable assurance regarding the
\nreliability of financial reporting and the preparation of financial statements
\nfor external purposes in accordance with generally accepted accounting
\nprinciples. The Company153s internal control over financial reporting is effective
\nand the Company is not aware of any material weaknesses in its internal control
\nover financial reporting;<\/p>\n

(u) Since the date of the latest audited financial statements included or
\nincorporated by reference in the Pricing Disclosure Package and the Prospectus,
\nthere has been no change in the Company153s internal control over financial
\nreporting that has materially affected, or is reasonably likely to materially
\naffect, the Company153s internal control over financial reporting;<\/p>\n

(v) The Company maintains disclosure controls and procedures (as such term is
\ndefined in Rule 13a-15(e) under the Exchange Act) that comply with the
\nrequirements of the Exchange Act; such disclosure controls and procedures have
\nbeen designed to ensure that the information required to be disclosed by the
\nCompany in reports filed under the Securities Exchange Act of 1934 is (i)
\nrecorded, processed, summarized and reported within the time periods specified
\nin the SEC153s rules and forms, and (ii) accumulated and communicated to
\nmanagement, including the chief executive officer and chief financial officer,
\nas appropriate, to allow timely decisions regarding disclosure; and such
\ndisclosure controls and procedures are effective;<\/p>\n

(w) The Company and its subsidiaries (i) are in compliance with any and all
\napplicable foreign, federal, state and local laws and regulations relating to
\nthe protection of human health and safety, the environment or hazardous or toxic
\nsubstances or wastes, pollutants or contaminants (“Environmental Laws”), (ii)
\nhave received and are in compliance with all permits, licenses or other
\napprovals required of them under applicable Environmental Laws to conduct their
\nrespective businesses and (iii) have not received notice of any actual or
\npotential liability for the investigation or remediation of any disposal or
\nrelease of hazardous or toxic substances or wastes, pollutants or contaminants,
\nexcept where such non-compliance with Environmental Laws, failure to receive, or
\ncomply with, required permits, licenses or other approvals, or liability would
\nnot, individually or in the aggregate, have a Material Adverse Effect, except as
\nset forth in or contemplated in the Pricing Prospectus. The Company has
\ndisclosed in the Pricing Disclosure Package and the Prospectus all such actions
\nwhere it or any of its subsidiaries has been named as a “potentially responsible
\nparty,” except where such actions could not reasonably be expected to have,
\nindividually or in the aggregate, a Material Adverse Effect;<\/p>\n

7<\/p>\n

\n

(x) The Company and its subsidiaries, considered as one enterprise, own,
\npossess, license or have other rights to use, on reasonable terms, all patents,
\npatent applications, trade and service marks, trade and service mark
\nregistrations, trade names, copyrights, licenses, inventions, trade secrets,
\ntechnology, know-how and other intellectual property (collectively, the
\n“Intellectual Property”) except where such failure to so own, possess, license
\nor have other rights to use such Intellectual Property could not reasonably be
\nexpected to have, individually or in the aggregate, a Material Adverse Effect,
\nexcept as set forth or contemplated in the Pricing Disclosure Package. With
\nrespect to the Intellectual Property, (a) neither the Company nor any of its
\nsubsidiaries has received written notice of infringement or misappropriation of
\nor conflict with asserted rights of others with respect to any Intellectual
\nProperty, except as set forth or contemplated in the Pricing Disclosure Package
\nand the Prospectus and (b) there is no pending or threatened action, suit,
\nproceeding or claim by others challenging the Company153s or any subsidiary153s
\nrights in or to any such Intellectual Property, or any facts which would render
\nany Intellectual Property invalid or inadequate to protect the interest of the
\nCompany or any such subsidiary therein, and which infringement, misappropriation
\nor conflict or invalidity or inadequacy, individually or in the aggregate, could
\nreasonably be expected to result in a Material Adverse Effect, except as set
\nforth or contemplated in the Pricing Disclosure Package;<\/p>\n

(y) Neither the Company nor any of its subsidiaries nor, to the knowledge of
\nthe Company, any director, officer, agent, employee or affiliate of the Company
\nor any of its subsidiaries is aware of or has taken any action, directly or
\nindirectly, that would result in a violation by such persons of the Foreign
\nCorrupt Practices Act of 1977, as amended, and the rules and regulations
\nthereunder (the “FCPA”), including, without limitation, making use of the mails
\nor any means or instrumentality of interstate commerce corruptly in furtherance
\nof an offer, payment, promise to pay or authorization of the payment of any
\nmoney, or other property, gift, promise to give, or authorization of the giving
\nof anything of value to any “foreign official” (as such term is defined in the
\nFCPA) or any foreign political party or official thereof or any candidate for
\nforeign political office, in contravention of the FCPA; and the Company, its
\nsubsidiaries and, to the knowledge of the Company, its affiliates have conducted
\ntheir businesses in compliance with the FCPA and have instituted and maintain
\npolicies and procedures designed to ensure, and which are reasonably expected to
\ncontinue to ensure, continued compliance therewith;<\/p>\n

(z) The operations of the Company and its subsidiaries are and have been
\nconducted at all times in compliance with applicable financial recordkeeping and
\nreporting requirements and the money laundering statutes and the rules and
\nregulations thereunder and any related or similar rules, regulations or
\nguidelines, issued, administered or enforced by any governmental agency
\n(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by
\nor before any court or governmental agency, authority or body or any arbitrator
\ninvolving the Company or any of its subsidiaries with respect to the Money
\nLaundering Laws is pending or, to the best knowledge of the Company, threatened;\n<\/p>\n

8<\/p>\n

\n<\/p>\n

(aa) Neither the Company nor any of its subsidiaries nor, to the knowledge of
\nthe Company, any director, officer, agent, employee or affiliate of the Company
\nor any of its subsidiaries is currently subject to any sanctions administered by
\nthe Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
\nand the Company will not directly or indirectly use the proceeds of the
\noffering, or lend, contribute or otherwise make available such proceeds to any
\nsubsidiary, joint venture partner or other person or entity, for the purpose of
\nfinancing the activities of any person currently subject to any U.S. sanctions
\nadministered by OFAC; and<\/p>\n

(bb) Except as disclosed in the Pricing Disclosure Package and the
\nProspectus, the Company does not have any material lending or other relationship
\nwith the Underwriters or any lending affiliate of any Underwriter.<\/p>\n

2. Subject to the terms and conditions herein set forth, the Company agrees
\nto issue and sell to each of the Underwriters, and each of the Underwriters
\nagrees, severally and not jointly, to purchase from the Company, at a purchase
\nprice of 98.447% of the principal amount thereof, plus accrued interest, if any,
\nfrom November 17, 2011 to the Time of Delivery (as defined below) hereunder, the
\nprincipal amount of the Securities, set forth opposite the name of such
\nUnderwriter in Schedule I hereto.<\/p>\n

3. Upon the authorization by you of the release of the Securities, the
\nseveral Underwriters propose to offer the Securities for sale upon the terms and
\nconditions set forth in the Prospectus.<\/p>\n

4. (a) The Securities to be purchased by each Underwriter hereunder will be
\nrepresented by one or more definitive global Securities in book-entry form,
\nwhich will be deposited by or on behalf of the Company with The Depository Trust
\nCompany (“DTC”) or its designated custodian. The Company will deliver the
\nSecurities to J.P. Morgan Securities LLC, for the account of each Underwriter,
\nagainst payment by or on behalf of such Underwriter of the purchase price
\ntherefor by wire transfer of Federal (same-day) funds to the account specified
\nby the Company to J.P. Morgan Securities LLC at least forty-eight hours in
\nadvance, by causing DTC to credit the Securities to the account of J.P. Morgan
\nSecurities LLC at DTC. The Company will cause the certificates representing the
\nSecurities to be made available to the Representatives for checking at least
\ntwenty-four hours prior to the Time of Delivery (as defined below) at the office
\nof DTC or its designated custodian (the “Designated Office”). The time and date
\nof such delivery and payment shall be 9:30 a.m., New York City time, on November
\n17, 2011 or such other time and date as the Representatives and the Company may
\nagree upon in writing. Such time and date are herein called the “Time of
\nDelivery.”<\/p>\n

(b) The documents to be delivered at the Time of Delivery by or on behalf of
\nthe parties hereto pursuant to Section 8 hereof, including the cross-receipt for
\nthe Securities and any additional documents requested by the Underwriters
\npursuant to Section 8(i) hereof, will be delivered at the offices of Dewey &
\nLeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019 (the “Closing
\nLocation”), and the Securities will be delivered at the Designated Office, all
\nat the Time of Delivery. A meeting will be held at the Closing Location at 3:00
\np.m., New York City time, on the New York Business Day next preceding the Time
\nof Delivery, at which meeting the final drafts of the documents to be delivered
\npursuant to the preceding sentence will be available for review by the parties
\nhereto. For the purposes of this Section 4 and Section 5, “New York Business
\nDay” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is
\nnot a day on which banking institutions in New York City are generally
\nauthorized or obligated by law or executive order to close.<\/p>\n

9<\/p>\n

\n<\/p>\n

5. The Company agrees with each of the Underwriters:<\/p>\n

(a) To prepare the Prospectus in a form approved by you and to file such
\nProspectus pursuant to Rule 424(b) under the Act not later than the Commission153s
\nclose of business on the second business day following the date of this
\nAgreement; to make no further amendment or any supplement to the Registration
\nStatement, the Basic Prospectus or the Prospectus (other than required periodic
\nreports so long as such report does not directly relate to the offering of the
\nSecurities) prior to the Time of Delivery which shall be disapproved by you
\npromptly after reasonable notice thereof; to advise you, promptly after it
\nreceives notice thereof, of the time when any amendment to the Registration
\nStatement has been filed or becomes effective or any amendment or supplement to
\nthe Prospectus has been filed and to furnish you with copies thereof; to prepare
\na final term sheet, containing solely a description of the Securities, and to
\nfile such term sheet pursuant to Rule 433(d) under the Act within the time
\nrequired by such Rule; to file promptly all other material required to be filed
\nby the Company with the Commission pursuant to Rule 433(d) under the Act; to
\nfile promptly all reports and any definitive proxy or information statements
\nrequired to be filed by the Company with the Commission pursuant to Section
\n13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
\nProspectus and for so long as the delivery of a prospectus (or in lieu thereof,
\nthe notice referred to in Rule 173(a) under the Act) is required in connection
\nwith the offering or sale of the Securities; to advise you, promptly after it
\nreceives notice thereof, of the issuance by the Commission of any stop order or
\nof any order preventing or suspending the use of any Preliminary Prospectus or
\nother prospectus in respect of the Securities, of any notice of objection of the
\nCommission to the use of the Registration Statement or any post-effective
\namendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of
\nthe qualification of the Securities for offering or sale in any jurisdiction, of
\nthe initiation or threatening of any proceeding for any such purpose, or of any
\nrequest by the Commission for the amending or supplementing of the Registration
\nStatement or the Prospectus or for additional information; and, in the event of
\nthe issuance of any stop order or of any order preventing or suspending the use
\nof any Preliminary Prospectus or other prospectus or suspending any such
\nqualification, to promptly use its best efforts to obtain the withdrawal of such
\norder; and in the event of any such issuance of a notice of objection, promptly
\nto take such steps including, without limitation, amending the Registration
\nStatement or filing a new registration statement, at its own expense, as may be
\nnecessary to permit offers and sales of the Securities by the Underwriters
\n(references herein to the Registration Statement shall include any such
\namendment or new registration statement);<\/p>\n

10<\/p>\n

\n<\/p>\n

(b) If required by Rule 430B(h) under the Act, to prepare a form of
\nprospectus in a form approved by you and to file such form of prospectus
\npursuant to Rule 424(b) under the Act not later than may be required by Rule
\n424(b) under the Act; and to make no further amendment or supplement to such
\nform of prospectus (other than required periodic reports so long as such report
\ndoes not directly relate to the offering of the Securities) which shall be
\ndisapproved by you promptly after reasonable notice therereof;<\/p>\n

(c) If by the third anniversary (the “Renewal Deadline”) of the initial
\neffective date of the Registration Statement, any of the Securities remain
\nunsold by the Underwriters, the Company will file, if it has not already done so
\nand is eligible to do so, a new automatic shelf registration statement relating
\nto the Securities, in a form satisfactory to you. If at the Renewal Deadline the
\nCompany is no longer eligible to file an automatic shelf registration statement,
\nthe Company will, if it has not already done so, file a new shelf registration
\nstatement relating to the Securities, in a form satisfactory to you and will use
\nits best efforts to cause such registration statement to be declared effective
\nwithin 180 days after the Renewal Deadline. The Company will take all other
\naction necessary or appropriate to permit the public offering and sale of the
\nSecurities to continue as contemplated in the expired registration statement
\nrelating to the Securities. References herein to the Registration Statement
\nshall include such new automatic shelf registration statement or such new shelf
\nregistration statement, as the case may be;<\/p>\n

(d) Promptly from time to time to take such action as you may reasonably
\nrequest to qualify the Securities for offering and sale under the securities
\nlaws of such jurisdictions as you may request and to comply with such laws so as
\nto permit the continuance of sales and dealings therein in such jurisdictions
\nfor as long as may be necessary to complete the distribution of the Securities,
\nprovided that in connection therewith the Company shall not be required to
\nqualify as a foreign corporation or to file a general consent to service of
\nprocess in any jurisdiction;<\/p>\n

(e) Prior to 4:00 p.m., New York City time, on the second New York Business
\nDay succeeding the date of this Agreement and from time to time, to furnish the
\nUnderwriters with written and electronic copies of the Prospectus in New York
\nCity in such quantities as you may reasonably request, and, if the delivery of a
\nprospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
\nAct) is required at any time prior to the expiration of nine months after the
\ntime of issue of the Prospectus in connection with the offering or sale of the
\nSecurities and if at such time any event shall have occurred as a result of
\nwhich the Prospectus as then amended or supplemented would include an untrue
\nstatement of a material fact or omit to state any material fact necessary in
\norder to make the statements therein, in the light of the circumstances under
\nwhich they were made when such Prospectus (or in lieu thereof, the notice
\nreferred to in Rule 173(a) under the Act) is delivered, not misleading, or, if
\nfor any other reason it shall be necessary during such same period to amend or
\nsupplement the Prospectus or to file under the Exchange Act any document
\nincorporated by reference in the Prospectus in order to comply with the Act, the
\nExchange Act (other than required periodic reports so long as such report does
\nnot directly relate to the offering of the Securities) or the Trust Indenture
\nAct, to notify you and upon your request to file such document and to prepare
\nand furnish without charge to each Underwriter and to any dealer in securities
\nas many written and electronic copies as you may from time to time reasonably
\nrequest of an amended Prospectus or a supplement to the Prospectus which will
\ncorrect such statement or omission or effect such compliance; and in case any
\nUnderwriter is required to deliver a prospectus (or in lieu thereof, the notice
\nreferred to in Rule 173(a) under the Act) in connection with sales of any of the
\nSecurities at any time nine months or more after the time of issue of the
\nProspectus, upon your request but at the expense of such Underwriter, to prepare
\nand deliver to such Underwriter as many written and electronic copies as you may
\nrequest of an amended or supplemented Prospectus complying with Section 10(a)(3)
\nof the Act;<\/p>\n

11<\/p>\n

\n<\/p>\n

(f) To make generally available to its securityholders as soon as
\npracticable, but in any event not later than sixteen months after the effective
\ndate of the Registration Statement (as defined in Rule 158(c) under the Act), an
\nearnings statement of the Company and its subsidiaries (which need not be
\naudited) complying with Section 11(a) of the Act and the rules and regulations
\nof the Commission thereunder (including, at the option of the Company, Rule
\n158);<\/p>\n

(g) During the period beginning with the date hereof and continuing to and
\nincluding the earlier of the Time of Delivery and such time as you may notify
\nthe Company, not to offer, sell, contract to sell, pledge, grant any option to
\npurchase, make any short sale or otherwise dispose, except as provided hereunder
\nof, any securities of the Company that are substantially similar to the
\nSecurities;<\/p>\n

(h) To pay the required Commission filing fees relating to the Securities
\nwithin the time required by Rule 456(b)(1) under the Act without regard to the
\nproviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
\nthe Act;<\/p>\n

(i) To use the net proceeds received by it from the sale of the Securities
\npursuant to this Agreement in the manner specified in the Pricing Prospectus
\nunder the caption “Use of Proceeds.”<\/p>\n

6. (a) (i) The Company represents and agrees that, other than the final term
\nsheet prepared and filed pursuant to Section 5(a) hereof, without the prior
\nconsent of the Representatives, it has not made and will not make any offer
\nrelating to the Securities that would constitute a “free writing prospectus” as
\ndefined in Rule 405 under the Act;<\/p>\n

(ii) each Underwriter represents and agrees that, without the prior consent
\nof the Company and the Representatives, other than one or more term sheets
\nrelating to the Securities containing customary information and conveyed to
\npurchasers of Securities, it has not made and will not make any offer relating
\nto the Securities that would constitute a free writing prospectus; and<\/p>\n

(iii) any such free writing prospectus the use of which has been consented to
\nby the Company and the Representatives (including the final term sheet prepared
\nand filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto;\n<\/p>\n

12<\/p>\n

\n<\/p>\n

(b) The Company has complied and will comply with the requirements of Rule
\n433 under the Act applicable to any Issuer Free Writing Prospectus, including
\ntimely filing with the Commission or retention where required and legending; and\n<\/p>\n

(c) The Company agrees that if at any time following issuance of an Issuer
\nFree Writing Prospectus any event occurred or occurs as a result of which such
\nIssuer Free Writing Prospectus would conflict with the information in the
\nRegistration Statement, the Pricing Prospectus or the Prospectus or would
\ninclude an 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 then prevailing, not misleading, the Company will give prompt
\nnotice thereof to the Representatives and, if requested by the Representatives,
\nwill prepare and furnish without charge to each Underwriter an Issuer Free
\nWriting Prospectus or other document which will correct such conflict, statement
\nor omission; provided, however, that this covenant shall not apply to any
\nstatements or omissions in an Issuer Free Writing Prospectus made in reliance
\nupon and in conformity with information furnished in writing to the Company by
\nan Underwriter through the Representatives expressly for use therein.<\/p>\n

7. The Company covenants and agrees with the several Underwriters that the
\nCompany will pay or cause to be paid the following: (i) the fees, disbursements
\nand expenses of the Company153s counsel and accountants in connection with the
\nregistration of the Securities under the Act and all other expenses in
\nconnection with the preparation, printing, reproduction and filing of the
\nRegistration Statement, the Basic Prospectus, any Preliminary Prospectus, any
\nIssuer Free Writing Prospectus and the Prospectus and amendments and supplements
\nthereto and the mailing and delivering of copies thereof to the Underwriters and
\ndealers; (ii) the cost of printing or producing any Agreement among
\nUnderwriters, this Agreement, the Indenture, the Blue Sky survey, closing
\ndocuments (including any compilations thereof) and any other documents in
\nconnection with the offering, purchase, sale and delivery of the Securities;
\n(iii) all expenses in connection with the qualification of the Securities for
\noffering and sale under state securities laws as provided in Section 5(d)
\nhereof, including the reasonable fees and disbursements of counsel for the
\nUnderwriters in connection with such qualification and in connection with the
\nBlue Sky survey; (iv) any fees charged by securities rating services for rating
\nthe Securities; (v) the filing fees incident to, and the reasonable fees and
\ndisbursements of counsel for the Underwriters in connection with, any required
\nreview by the Financial Industry Regulatory Authority, Inc. of the terms of the
\nsale of the Securities; (vi) the cost of preparing the Securities; (vii) the
\nfees and expenses of the Trustee and any agent of the Trustee and the fees and
\ndisbursements of counsel for the Trustee in connection with the Indenture and
\nthe Securities; and (viii) all other costs and expenses incident to the
\nperformance of its obligations hereunder which are not otherwise specifically
\nprovided for in this Section 7. It is understood, however, that, except as
\nprovided in this Section 7, and Sections 9 and 12 hereof, the Underwriters will
\npay all of their own costs and expenses, including the fees of their counsel,
\ntransfer taxes on resale of any of the Securities by them, and any advertising
\nexpenses connected with any offers they may make.<\/p>\n

13<\/p>\n

\n<\/p>\n

8. The obligations of the Underwriters hereunder shall be subject, in their
\ndiscretion, to the condition that all representations and warranties and other
\nstatements of the Company herein are, at and as of the Time of Delivery, true
\nand correct, the condition that the Company shall have performed all of its
\nobligations hereunder theretofore to be performed, and the following additional
\nconditions:<\/p>\n

(a) The Prospectus shall have been filed with the Commission pursuant to Rule
\n424(b) under the Act within the applicable time period prescribed for such
\nfiling by the rules and regulations under the Act and in accordance with Section
\n5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any
\nother material required to be filed by the Company pursuant to Rule 433(d) under
\nthe Act, shall have been filed with the Commission within the applicable time
\nperiods prescribed for such filings by Rule 433; no stop order suspending the
\neffectiveness of the Registration Statement or any part thereof shall have been
\nissued and no proceeding for that purpose shall have been initiated or
\nthreatened by the Commission and no notice of objection of the Commission to the
\nuse of the Registration Statement or any post-effective amendment thereto
\npursuant to Rule 401(g)(2) under the Act shall have been received; no stop order
\nsuspending or preventing the use of the Prospectus or any Issuer Free Writing
\nProspectus shall have been initiated or threatened by the Commission; and all
\nrequests for additional information on the part of the Commission shall have
\nbeen complied with to your reasonable satisfaction;<\/p>\n

(b) Dewey & LeBoeuf LLP, counsel for the Underwriters, shall have
\nfurnished to you such written opinion or opinions (a form of each such opinion
\nis attached as Annex II(a) hereto), dated the Time of Delivery, in form and
\nsubstance satisfactory to you, and such counsel shall have received such papers
\nand information as they may reasonably request to enable them to pass upon such
\nmatters;<\/p>\n

(c) Morgan, Lewis & Bockius LLP, counsel for the Company, shall have
\nfurnished to you their written opinion (a draft of such opinion is attached as
\nAnnex II(b) hereto), dated the Time of Delivery, in form and substance
\nsatisfactory to you, to the effect that:<\/p>\n

(i) The Company has been duly incorporated and is validly existing as a
\ncorporation in good standing under the laws of the State of Delaware, with power
\nand authority (corporate and other) to own its properties and conduct its
\nbusiness as described in the Prospectus;<\/p>\n

(ii) The Company has an authorized capitalization as set forth in the
\nProspectus;<\/p>\n

(iii) The Company has been duly qualified as a foreign corporation in the
\nState of California for the transaction of business and is in good standing
\nunder the laws of the State of California;<\/p>\n

(iv) Each Significant Subsidiary of the Company has been duly incorporated
\nand is validly existing as a corporation in good standing under the laws of its
\njurisdiction of incorporation; and all of the issued shares of capital stock of
\neach Significant Subsidiary are, to our knowledge, owned of record by the
\nCompany or by another named subsidiary free and clear of all liens and
\nencumbrances;<\/p>\n

14<\/p>\n

\n

(v) To such counsel153s knowledge and other than as set forth in the
\nProspectus, there are no legal or governmental proceedings pending to which the
\nCompany or any of its subsidiaries is a party or of which any property of the
\nCompany or any of its subsidiaries is the subject that would be reasonably
\nexpected to have, individually or in the aggregate, a material adverse effect on
\nthe current or future consolidated financial position, stockholders153 equity or
\nresults of operations of the Company and its subsidiaries; and, to the best of
\nsuch counsel153s knowledge, no such proceedings are threatened or contemplated by
\ngovernmental authorities or threatened by others;<\/p>\n

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

(vii) The Securities have been duly authorized, executed, issued and
\ndelivered and constitute valid and legally binding obligations of the Company,
\nenforceable in accordance with their terms, subject, as to enforcement, to
\nbankruptcy, insolvency, reorganization and other laws of general applicability
\nrelating to or affecting creditors153 rights and to general equity principles, and
\nentitled to the benefits provided by the Indenture; and the Securities and the
\nIndenture conform to the descriptions thereof in the Pricing Disclosure Package
\nand Prospectus;<\/p>\n

(viii) The Indenture has been duly authorized, executed and delivered by the
\nparties thereto and constitutes a valid and legally binding instrument,
\nenforceable in accordance with its terms, subject, as to enforcement, to
\nbankruptcy, insolvency, reorganization and other laws of general applicability
\nrelating to or affecting creditors153 rights and to general equity principles; and
\nthe Indenture has been duly qualified under the Trust Indenture Act;<\/p>\n

(ix) The issue and sale of the Securities and the compliance by the Company
\nwith all of the provisions of the Securities and the Indenture and this
\nAgreement and the consummation of the transactions herein and therein
\ncontemplated will not conflict with or result in a breach or violation of any of
\nthe terms or provisions of, or constitute a default under, any material
\nindenture, mortgage, deed of trust, loan agreement or other agreement or
\ninstrument known to such counsel to which the Company or any of its subsidiaries
\nis a party or by which the Company or any of its subsidiaries is bound or to
\nwhich any of the property or assets of the Company or any of its subsidiaries is
\nsubject, nor will such actions result in any violation of the provisions of the
\nCertificate of Incorporation or By-laws of the Company or any statute or any
\norder, rule or regulation known to such counsel of any court or governmental
\nagency or body having jurisdiction over the Company or any of its subsidiaries
\nor any of their properties;<\/p>\n

15<\/p>\n

\n<\/p>\n

(x) No consent, approval, authorization, order, registration or qualification
\nof or with any such court or governmental agency or body is required for the
\nissue and sale of the Securities or the consummation by the Company of the
\ntransactions contemplated by this Agreement or the Indenture, except such as
\nhave been obtained under the Act and the Trust Indenture Act and such consents,
\napprovals, authorizations, registrations or qualifications as may be required
\nunder state securities or Blue Sky laws in connection with the purchase and
\ndistribution of the Securities by the Underwriters;<\/p>\n

(xi) The statements set forth in the Prospectus and the Pricing Prospectus
\nunder the captions “Description of Debt Securities” and “Description of Notes,”
\nrespectively, insofar as they purport to constitute a summary of the terms of
\nthe Securities, and under the caption “Material United States Tax Consequences,”
\ninsofar as they purport to describe the provisions of the laws referred to
\ntherein, are accurate, complete and fair;<\/p>\n

(xii) The Company is not and, after giving effect to the offering and sale of
\nthe Securities and the application of the proceeds thereof, will not be an
\n“investment company,” as such term is defined in the Investment Company Act;\n<\/p>\n

(xiii) The documents incorporated by reference in the Prospectus or any
\nfurther amendment or supplement thereto made by the Company prior to the Time of
\nDelivery (other than the financial statements and related schedules therein, as
\nto which such counsel need express no opinion), when they became effective or
\nwere filed with the Commission, as the case may be, appeared to be responsive in
\nall material respects with the requirements of the Act or the Exchange Act as to
\nform, as applicable, and the rules and regulations of the Commission thereunder;
\nand<\/p>\n

(xiv) The Registration Statement, the Prospectus and any further amendments
\nand supplements thereto, as applicable, made by the Company prior to the Time of
\nDelivery (other than the financial statements and related schedules therein, as
\nto which such counsel need express no opinion) comply as to form in all material
\nrespects with the requirements of the Act and the Trust Indenture Act and the
\nrules and regulations thereunder; although they do not assume any responsibility
\nfor the accuracy, completeness or fairness of the statements contained in the
\nRegistration Statement, the Pricing Prospectus or the Prospectus.<\/p>\n

Except for those referred to in the opinion in subsection (vii) and (xii) of
\nthis Section 8(c), nothing came to their attention in the course of reviewing
\nthe Registration Statement and Prospectus that caused them to believe: (i) that
\nany part of the Registration Statement or any further amendment thereto made by
\nthe Company prior to the Time of Delivery (other than the financial statements
\nand related schedules therein, as to which such counsel need express no
\nopinion), when such part or amendment became effective, contained an untrue
\nstatement of a material fact or omitted to state a material fact required to be
\nstated therein or necessary to make the statements therein not misleading; (ii)
\nthat the Pricing Disclosure Package (other than the financial statements and
\nrelated schedules therein as to which such counsel need express no opinion), as
\nof the Applicable Time, contained any untrue statement of a material fact or
\nomitted to state any material fact necessary in order to make the statements
\ntherein, in the light of circumstances under which they were made, not
\nmisleading; or (iii) that, as of its date and as of the Time of Delivery, the
\nProspectus or any further amendment or supplement thereto made by the Company
\nprior to the Time of Delivery (other than the financial statements and related
\nschedules therein, as to which such counsel need express no opinion) contained
\nor contains an untrue statement of a material fact or omitted or omits to state
\na material fact necessary to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading;<\/p>\n

16<\/p>\n

\n<\/p>\n

(d) On the date of the Prospectus at a time prior to the execution of this
\nAgreement, at 9:30 a.m., New York City time, on the effective date of any post
\neffective amendment to the Registration Statement filed subsequent to the date
\nof this Agreement and also at the Time of Delivery, Ernst & Young LLP shall
\nhave furnished to you a letter or letters, dated the respective dates of
\ndelivery thereof, in form and substance satisfactory to you, confirming that
\nthey are independent accountants within the meaning of the Act and the Exchange
\nAct and the respective applicable rules and regulations adopted by the
\nCommission thereunder and stating, as of the respective date of each such letter
\n(or, with respect to matters involving changes or developments since the
\nrespective dates as of which specified financial information is given in the
\nProspectus or Pricing Disclosure Package, as the case may be, as of a date not
\nmore than three business days prior to the date of such letter), their
\nconclusion and findings with respect to the financial information and other
\nmatters ordinarily covered by accountants153 “comfort letters” to underwriters in
\nconnection with registered public offerings;<\/p>\n

(e) (i) Neither the Company nor any of its subsidiaries shall have sustained
\nsince the date of the latest audited financial statements included or
\nincorporated by reference in the Pricing Disclosure Package and the Prospectus
\nany loss or interference with its business from fire, explosion, flood or other
\ncalamity, whether or not covered by insurance, or from any labor dispute or
\ncourt or governmental action, order or decree, otherwise than as set forth or
\ncontemplated in the Pricing Prospectus, and (ii) since the respective dates as
\nof which information is given in the Pricing Disclosure Package and the
\nProspectus there shall not have been any change in the capital stock or
\nlong-term debt of the Company or any of its subsidiaries or any change, or any
\ndevelopment involving a prospective change, in or affecting the general affairs,
\nmanagement, financial position, stockholders153 equity or results of operations of
\nthe Company and its subsidiaries, otherwise than as set forth or contemplated in
\nthe Pricing Disclosure Package and the Prospectus, the effect of which, in any
\nsuch case described in clause (i) or (ii), is in your judgment so material and
\nadverse as to make it impracticable or inadvisable to proceed with the public
\noffering, sale or the delivery of the Securities on the terms and in the manner
\ncontemplated in the Prospectus;<\/p>\n

17<\/p>\n

\n<\/p>\n

(f) On or after the Applicable Time (i) no downgrading shall have occurred in
\nthe rating accorded the Company153s debt securities by any “nationally recognized
\nstatistical rating organization,” as that term is defined by the Commission for
\npurposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
\nhave publicly announced that it has under surveillance or review, with possible
\nnegative implications, its rating of any of the Company153s debt securities;<\/p>\n

(g) On or after the Applicable Time there shall not have occurred any of the
\nfollowing: (i) a suspension or material limitation in trading in securities
\ngenerally on the New York Stock Exchange; (ii) a suspension or material
\nlimitation in trading in the Company153s securities on the New York Stock
\nExchange; (iii) a general moratorium on commercial banking activities declared
\nby either Federal or New York State authorities or a material disruption in
\ncommercial banking or securities settlement or clearance services in the United
\nStates; (iv) the outbreak or escalation of hostilities involving the United
\nStates or the declaration by the United States of a national emergency or war;
\nor (v) the occurrence of any other calamity or crisis or any change in
\nfinancial, political or economic conditions in the United States or elsewhere,
\nif the effect of any such event specified in clause (iv) or (v) in your judgment
\nmakes it impracticable or inadvisable to proceed with the public offering, sale
\nor the delivery of the Securities on the terms and in the manner contemplated in
\nthe Prospectus;<\/p>\n

(h) The Company shall have complied with the provisions of Section 5(e)
\nhereof with respect to the furnishing of prospectuses on the second New York
\nBusiness Day succeeding the date of this Agreement; and<\/p>\n

(i) The Company shall have furnished or caused to be furnished to you at the
\nTime of Delivery certificates of officers of the Company satisfactory to you as
\nto the accuracy of the representations and warranties of the Company herein at
\nand as of such time, as to the performance by the Company of all of its
\nobligations hereunder to be performed at or prior to such time, as to the
\nmatters set forth in subsections (a) and (e) of this Section 8 and as to such
\nother matters as you may reasonably request.<\/p>\n

9. (a) The Company will indemnify and hold harmless each Underwriter against
\nany losses, claims, damages or liabilities, joint or several, to which such
\nUnderwriter may become subject, under the Act or otherwise, insofar as such
\nlosses, claims, damages or liabilities (or actions in respect thereof) arise out
\nof or are based upon an untrue statement or alleged untrue statement of a
\nmaterial fact contained in the Registration Statement, the Basic Prospectus, any
\nPreliminary Prospectus, the Pricing Prospectus or the Prospectus, or any
\namendment or supplement thereto, any Issuer Free Writing Prospectus or any
\n“issuer information” filed or required to be filed pursuant to Rule 433(d) under
\nthe Act, or arise out of or are based upon the omission or alleged omission to
\nstate therein a material fact required to be stated therein or necessary to make
\nthe statements therein not misleading, and will reimburse each Underwriter for
\nany legal or other expenses reasonably incurred by such Underwriter in
\nconnection with investigating or defending any such action or claim as such
\nexpenses are incurred; provided, however, that the Company shall not be liable
\nin any such case to the extent that any such loss, claim, damage or liability
\narises out of or is based upon an untrue statement or alleged untrue statement
\nor omission or alleged omission made in the Registration Statement, the Basic
\nProspectus, any Preliminary Prospectus, the Pricing Prospectus or the
\nProspectus, or any amendment or supplement thereto, or any Issuer Free Writing
\nProspectus, in reliance upon and in conformity with written information
\nfurnished to the Company by any Underwriter through the Representatives
\nexpressly for use therein.<\/p>\n

18<\/p>\n

\n<\/p>\n

(b) Each Underwriter will indemnify and hold harmless the Company against any
\nlosses, claims, damages or liabilities to which the Company may become subject,
\nunder the Act or otherwise, insofar as such losses, claims, damages or
\nliabilities (or actions in respect thereof) arise out of or are based upon an
\nuntrue statement or alleged untrue statement of a material fact contained in the
\nRegistration Statement, the Basic Prospectus, any Preliminary Prospectus, the
\nPricing Prospectus or the Prospectus, or any amendment or supplement thereto, or
\nany Issuer Free Writing Prospectus, or arise out of or are based upon the
\nomission or alleged omission to state therein a material fact required to be
\nstated therein or necessary to make the statements therein not misleading, in
\neach case to the extent, but only to the extent, that such untrue statement or
\nalleged untrue statement or omission or alleged omission was made in the
\nRegistration Statement, the Basic Prospectus, any Preliminary Prospectus, the
\nPricing Prospectus or the Prospectus or any such amendment or supplement
\nthereto, or any Issuer Free Writing Prospectus, in reliance upon and in
\nconformity with written information furnished to the Company by such Underwriter
\nthrough the Representatives expressly for use therein; and will reimburse the
\nCompany for any legal or other expenses reasonably incurred by the Company in
\nconnection with investigating or defending any such action or claim as such
\nexpenses are incurred.<\/p>\n

(c) Promptly after receipt by an indemnified party under subsection (a) or
\n(b) above of notice of the commencement of any action, such indemnified party
\nshall, if a claim in respect thereof is to be made against the indemnifying
\nparty under such subsection, notify the indemnifying party in writing of the
\ncommencement thereof; but the omission so to notify the indemnifying party shall
\nnot relieve it from any liability which it may have to any indemnified party
\notherwise than under such subsection. In case any such action shall be brought
\nagainst any indemnified party and it shall notify the indemnifying party of the
\ncommencement thereof, the indemnifying party shall be entitled to participate
\ntherein and, to the extent that it shall wish, jointly with any other
\nindemnifying party similarly notified, to assume the defense thereof, with
\ncounsel satisfactory to such indemnified party (who shall not, except with the
\nconsent of the indemnified party, be counsel to the indemnifying party), and,
\nafter notice from the indemnifying party to such indemnified party of its
\nelection so to assume the defense thereof, the indemnifying party shall not be
\nliable to such indemnified party under such subsection for any legal expenses of
\nother counsel or any other expenses, in each case subsequently incurred by such
\nindemnified party, in connection with the defense thereof other than reasonable
\ncosts of investigation. No indemnifying party shall, without the written consent
\nof the indemnified party, effect the settlement or compromise of, or consent to
\nthe entry of any judgment with respect to, any pending or threatened action or
\nclaim in respect of which indemnification or contribution may be sought
\nhereunder (whether or not the indemnified party is an actual or potential party
\nto such action or claim) unless such settlement, compromise or judgment (i)
\nincludes an unconditional release of the indemnified party from all liability
\narising out of such action or claim and (ii) does not include a statement as to
\nor an admission of fault, culpability or a failure to act, by or on behalf of
\nany indemnified party.<\/p>\n

19<\/p>\n

\n<\/p>\n

(d) If the indemnification provided for in this Section 9 is unavailable to
\nor insufficient to hold harmless an indemnified party under subsection (a) or
\n(b) above in respect of any losses, claims, damages or liabilities (or actions
\nin respect thereof) referred to therein, then each indemnifying party shall
\ncontribute to the amount paid or payable by such indemnified party as a result
\nof such losses, claims, damages or liabilities (or actions in respect thereof)
\nin such proportion as is appropriate to reflect the relative benefits received
\nby the Company on the one hand and the Underwriters on the other from the
\noffering of the Securities. If, however, the allocation provided by the
\nimmediately preceding sentence is not permitted by applicable law or if the
\nindemnified party failed to give the notice required under subsection (c) above,
\nthen each indemnifying party shall contribute to such amount paid or payable by
\nsuch indemnified party in such proportion as is appropriate to reflect not only
\nsuch relative benefits but also the relative fault of the Company on the one
\nhand and the Underwriters on the other in connection with the statements or
\nomissions which resulted in such losses, claims, damages or liabilities (or
\nactions in respect thereof), as well as any other relevant equitable
\nconsiderations. The relative benefits received by the Company on the one hand
\nand the Underwriters on the other shall be deemed to be in the same proportion
\nas the total net proceeds from the offering (before deducting expenses) received
\nby the Company bear to the total underwriting discounts and commissions received
\nby the Underwriters, in each case as set forth in the table on the cover page of
\nthe Prospectus. The relative fault shall be determined by reference to, among
\nother things, whether the untrue or alleged untrue statement of a material fact
\nor the omission or alleged omission to state a material fact relates to
\ninformation supplied by the Company on the one hand or the Underwriters on the
\nother and the parties153 relative intent, knowledge, access to information and
\nopportunity to correct or prevent such statement or omission. The Company and
\nthe Underwriters agree that it would not be just and equitable if contribution
\npursuant to this subsection (d) were determined by pro rata allocation (even if
\nthe Underwriters were treated as one entity for such purpose) or by any other
\nmethod of allocation which does not take account of the equitable considerations
\nreferred to above in this subsection (d). The amount paid or payable by an
\nindemnified party as a result of the losses, claims, damages or liabilities (or
\nactions in respect thereof) referred to above in this subsection (d) shall be
\ndeemed to include any legal or other expenses reasonably incurred by such
\nindemnified party in connection with investigating or defending any such action
\nor claim. Notwithstanding the provisions of this subsection (d), no Underwriter
\nshall be required to contribute any amount in excess of the amount by which the
\ntotal price at which the Securities underwritten by it and distributed to the
\npublic were offered to the public exceeds the amount of any damages which such
\nUnderwriter has otherwise been required to pay by reason of such untrue or
\nalleged untrue statement or omission or alleged omission. No person guilty of
\nfraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
\nshall be entitled to contribution from any person who was not guilty of such
\nfraudulent misrepresentation. The Underwriters153 obligations in this subsection
\n(d) to contribute are several in proportion to their respective underwriting
\nobligations and not joint.<\/p>\n

20<\/p>\n

\n<\/p>\n

(e) The obligations of the Company under this Section 9 shall be in addition
\nto any liability which the Company may otherwise have and shall extend, upon the
\nsame terms and conditions, to each person, if any, who controls any Underwriter
\nwithin the meaning of the Act and each broker-dealer affiliate of any
\nUnderwriter; and the obligations of the Underwriters under this Section 9 shall
\nbe in addition to any liability which the respective Underwriters may otherwise
\nhave and shall extend, upon the same terms and conditions, to each officer and
\ndirector of the Company and to each person, if any, who controls the Company
\nwithin the meaning of the Act.<\/p>\n

10. (a) If any Underwriter shall default in its obligation to purchase the
\nSecurities which it has agreed to purchase hereunder, you may in your discretion
\narrange for you or another party or other parties to purchase such Securities on
\nthe terms contained herein. If within thirty-six hours after such default by any
\nUnderwriter you do not arrange for the purchase of such Securities, then the
\nCompany shall be entitled to a further period of thirty-six hours within which
\nto procure another party or other parties satisfactory to you to purchase such
\nSecurities on such terms. In the event that, within the respective prescribed
\nperiods, you notify the Company that you have so arranged for the purchase of
\nsuch Securities, or the Company notifies you that it has so arranged for the
\npurchase of such Securities, you or the Company shall have the right to postpone
\nthe Time of Delivery for a period of not more than seven days, in order to
\neffect whatever changes may thereby be made necessary in the Registration
\nStatement or the Prospectus, or in any other documents or arrangements, and the
\nCompany agrees to file promptly any amendments or supplements to the
\nRegistration Statement or the Prospectus which in your opinion may thereby be
\nmade necessary. The term “Underwriter” as used in this Agreement shall include
\nany person substituted under this Section 10 with like effect as if such person
\nhad originally been a party to this Agreement with respect to such Securities.\n<\/p>\n

(b) If, after giving effect to any arrangements for the purchase of the
\nSecurities of a defaulting Underwriter or Underwriters by you and the Company as
\nprovided in subsection (a) above, the aggregate principal amount of Securities
\nwhich remains unpurchased is ten percent or less of the aggregate principal
\namount of all the Securities, then the Company shall have the right to require
\neach non-defaulting Underwriter to purchase the principal amount of Securities
\nwhich such Underwriter agreed to purchase hereunder and, in addition, to require
\neach non-defaulting Underwriter to purchase its pro rata share (based on the
\nprincipal amount of Securities which such Underwriter agreed to purchase
\nhereunder) of the Securities of such defaulting Underwriter or Underwriters for
\nwhich such arrangements have not been made; but nothing herein shall relieve a
\ndefaulting Underwriter from liability for its default.<\/p>\n

(c) If, after giving effect to any arrangements for the purchase of the
\nSecurities of a defaulting Underwriter or Underwriters by you and the Company as
\nprovided in subsection (a) above, the aggregate principal amount of Securities
\nwhich remains unpurchased exceeds ten percent of the aggregate principal amount
\nof all the Securities, or if the Company shall not exercise the right described
\nin subsection (b) above to require non-defaulting Underwriters to purchase
\nSecurities of a defaulting Underwriter or Underwriters, then this Agreement
\nshall thereupon terminate, without liability on the part of any non-defaulting
\nUnderwriter or the Company, except for the expenses to be borne by the Company
\nand the Underwriters as provided in Section 7 hereof and the indemnity and
\ncontribution agreements in Section 9 hereof; but nothing herein shall relieve a
\ndefaulting Underwriter from liability for its default.<\/p>\n

21<\/p>\n

\n

11. The respective indemnities, agreements, representations, warranties and
\nother statements of the Company and the several Underwriters, as set forth in
\nthis Agreement or made by or on behalf of them, respectively, pursuant to this
\nAgreement, shall remain in full force and effect, regardless of any
\ninvestigation (or any statement as to the results thereof) made by or on behalf
\nof any Underwriter or any controlling person of any Underwriter, or the Company,
\nor any officer or director or controlling person of the Company, and shall
\nsurvive delivery of and payment for the Securities.<\/p>\n

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the
\nCompany shall not then be under any liability to any Underwriter except as
\nprovided in Sections 7 and 9 hereof; but, if for any other reason, the
\nSecurities are not delivered by or on behalf of the Company as provided herein,
\nthe Company will reimburse the Underwriters through you for all out of pocket
\nexpenses approved in writing by you, including fees and disbursements of
\ncounsel, reasonably incurred by the Underwriters in making preparations for the
\npurchase, sale and delivery of the Securities, but the Company shall then be
\nunder no further liability to any Underwriter except as provided in Sections 7
\nand 9 hereof.<\/p>\n

13. In all dealings hereunder, you shall act on behalf of each of the
\nUnderwriters, and the parties hereto shall be entitled to act and rely upon any
\nstatement, request, notice or agreement on behalf of any Underwriter made or
\ngiven by you jointly as the representatives.<\/p>\n

All statements, requests, notices and agreements hereunder shall be in
\nwriting, and if to the Underwriters shall be delivered or sent by mail, telex or
\nfacsimile transmission to you as the representatives in care of Citigroup Global
\nMarkets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General
\nCounsel, facsimile number (212) 816-7912, J.P. Morgan Securities LLC, 383
\nMadison Avenue, New York, New York 10179, Attention: High Grade Syndicate Desk :
\n8th floor, facsimile number (212) 834-6081 and Wells Fargo Securities, LLC, 301
\nSouth College Street, 6th Floor, Charlotte, North Carolina 28202, Attention:
\nTransaction Management, facsimile number (704) 383-9165; and if to the Company
\nshall be delivered or sent by mail, telex or facsimile transmission to the
\naddress of the Company set forth in the Registration Statement, Attention:
\nSecretary; provided, however, that any notice to an Underwriter pursuant to
\nSection 9(c) hereof shall be delivered or sent by mail, telex or facsimile
\ntransmission to such Underwriter at its address set forth in its Underwriters153
\nQuestionnaire, or telex constituting such Questionnaire, which address will be
\nsupplied to the Company by you upon request. Any such statements, requests,
\nnotices or agreements shall take effect upon receipt thereof.<\/p>\n

In accordance with the requirements of the USA Patriot Act (Title III of Pub.
\nL. 107-56 (signed into law October 26, 2001)), the Underwriters are required to
\nobtain, verify and record information that identifies their respective clients,
\nincluding the Company, which information may include the name and address of
\ntheir respective clients, as well as other information that will allow the
\nUnderwriters to properly identify their respective clients.<\/p>\n

22<\/p>\n

\n<\/p>\n

14. This Agreement shall be binding upon, and inure solely to the benefit of,
\nthe Underwriters, the Company and, to the extent provided in Sections 9 and 11
\nhereof, the officers and directors of the Company and each person who controls
\nthe Company or any Underwriter, and their respective heirs, executors,
\nadministrators, successors and assigns, and no other person shall acquire or
\nhave any right under or by virtue of this Agreement. No purchaser of any of the
\nSecurities from any Underwriter shall be deemed a successor or assign by reason
\nmerely of such purchase.<\/p>\n

15. Time shall be of the essence of this Agreement. As used herein, the term
\n“business day” shall mean any day when the Commission153s office in Washington,
\nD.C. is open for business.<\/p>\n

16. The Company acknowledges and agrees that (i) the purchase and sale of the
\nSecurities pursuant to this Agreement is an arm153s-length commercial transaction
\nbetween the Company, on the one hand, and the several Underwriters, on the
\nother, (ii) in connection therewith and with the process leading to such
\ntransaction, each Underwriter is acting solely as a principal and not the agent
\nor fiduciary of the Company, (iii) no Underwriter has assumed an advisory or
\nfiduciary responsibility in favor of the Company with respect to the offering
\ncontemplated hereby or the process leading thereto (irrespective of whether such
\nUnderwriter has advised or is currently advising the Company on other matters)
\nor any other obligation to the Company except the obligations expressly set
\nforth in this Agreement and (iv) the Company has consulted its own legal and
\nfinancial advisors to the extent it deemed appropriate. The Company agrees that
\nit will not claim that the Underwriters, or any of them, has rendered advisory
\nservices of any nature or respect, or owes a fiduciary or similar duty to the
\nCompany, in connection with such transaction or the process leading thereto.\n<\/p>\n

17. This Agreement supersedes all prior agreements and understandings
\n(whether written or oral) between the Company and the Underwriters, or any of
\nthem, with respect to the subject matter hereof.<\/p>\n

18. This Agreement shall be governed by and construed in accordance with the
\nlaws of the State of New York.<\/p>\n

19. The Company and each of the Underwriters hereby irrevocably waives, to
\nthe fullest extent permitted by applicable law, any and all right to trial by
\njury in any legal proceeding arising out of or relating to this Agreement or the
\ntransactions contemplated hereby.<\/p>\n

20. This Agreement may be executed by any one or more of the parties hereto
\nin any number of counterparts, each of which shall be deemed to be an original,
\nbut all such respective counterparts shall together constitute one and the same
\ninstrument.<\/p>\n

21. Notwithstanding anything herein to the contrary, the Company is
\nauthorized to disclose to any persons the U.S. federal and state income tax
\ntreatment and tax structure of the potential transaction and all materials of
\nany kind (including tax opinions and other tax analyses) provided to the Company
\nrelating to that treatment and structure, without the Underwriters imposing any
\nlimitation of any kind. However, any information relating to the tax treatment
\nand tax structure shall remain confidential (and the foregoing sentence shall
\nnot apply) to the extent necessary to enable any person to comply with
\nsecurities laws. For this purpose, “tax structure” is limited to any facts that
\nmay be relevant to that treatment.<\/p>\n

23<\/p>\n

\n<\/p>\n

If the foregoing is in accordance with your understanding, please sign and
\nreturn to us one for the Company and each of the Representatives plus one for
\neach counsel counterparts hereof, and upon the acceptance hereof by you, on
\nbehalf of each of the Underwriters, this letter and such acceptance hereof shall
\nconstitute a binding agreement between each of the Underwriters and the Company.
\nIt is understood that your acceptance of this letter on behalf of each of the
\nUnderwriters is pursuant to the authority set forth in a form of Agreement among
\nUnderwriters, the form of which shall be submitted to the Company for
\nexamination upon request, but without warranty on your part as to the authority
\nof the signers thereof.<\/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

The Clorox Company<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

\/s\/ Charles R. Conradi<\/p>\n<\/td>\n<\/tr>\n

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

Name: Charles R. Conradi<\/p>\n<\/td>\n<\/tr>\n

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

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

24<\/p>\n

\n<\/p>\n

Accepted as of the date hereof:<\/p>\n

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

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

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

For itself and as representatives of the several<\/p>\n

Underwriters names in Schedule I hereto.<\/p>\n

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

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

\n

\/s\/ Brian D. Bednarski<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Name: Brian D. Bednarski<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

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

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

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

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

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

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

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

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

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

\n

\/s\/ Carolyn Hurley<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

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

\n<\/p>\n

SCHEDULE I<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

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

<\/td>\n\n

Principal
\nAmount of
\nSecurities to be
\nPurchased<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

$66,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

66,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

66,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

24,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

24,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n<\/td>\n

<\/td>\n\n

24,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Blaylock Robert Van, LLC<\/p>\n<\/td>\n

<\/td>\n\n

6,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Fifth Third Securities, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

6,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

6,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

PNC Capital Markets LLC<\/p>\n<\/td>\n

<\/td>\n\n

6,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

The Williams Capital Group, L.P.<\/p>\n<\/td>\n

<\/td>\n\n

6,000,000<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

$300,000,000<\/p>\n<\/td>\n<\/tr>\n

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

SCHEDULE II<\/strong><\/p>\n

(a) Issuer Free Writing Prospectuses:<\/p>\n

– Final Term Sheet dated November 14, 2011<\/p>\n<\/p>\n

\n<\/p>\n

SCHEDULE III<\/strong><\/p>\n

Each indenture, contract, lease, mortgage, deed of trust, note agreement,
\nloan agreement or other agreement, obligation, condition, covenant or instrument
\nwith respect to which a default by the Company could reasonably be expected to
\nhave a Material Adverse Effect:<\/p>\n

– Amended and Restated Joint Venture Agreement dated as of January
\n31, 2003, between The Glad Products Company and certain affiliates and The
\nProcter and Gamble Company and certain affiliates<\/p>\n<\/p>\n

– Indenture, dated as of October 9, 2007, by and between the Company
\nand The Bank of New York Trust Company, N.A., as Trustee<\/p>\n<\/p>\n

– Indenture, dated as of December 3, 2004, by and between the Company
\nand The Bank of New York Trust Company, N.A., as Trustee<\/p>\n<\/p>\n

– Credit Agreement, dated as of April 16, 2008 among The Clorox
\nCompany, the banks listed therein, JPMorgan Chase Bank, N.A., Citicorp USA, Inc.
\nand Wachovia Bank, N.A. as Administrative Agents, Citicorp USA, Inc. as
\nServicing Agent and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and BNP Paribas as
\nDocumentation Agents.<\/p>\n<\/p>\n

– Amendment No. 1 to Credit Agreement, dated as of April 2, 2009
\namong The Clorox Company, the banks listed therein, Citicorp USA, JPMorgan Chase
\nBank, N.A., Wachovia Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP
\nParibas, Lehman Brothers Bank, FSB, William Street LLC, Wells Fargo Bank, N.A.,
\nPNC Bank, N.A., The Northern Trust Company and Fifth Third Bank.<\/p>\n<\/p>\n

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