{"id":43974,"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-the-walt-disney-co-merrill-lynch.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-the-walt-disney-co-merrill-lynch","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-the-walt-disney-co-merrill-lynch.html","title":{"rendered":"Underwriting Agreement – The Walt Disney Co., Merrill, Lynch, Pierce, Fenner & Smith Inc., CS First Boston Corp., Bear, Stearns & Co. Inc., Deutsche Bank AG London, Goldman, Sachs & Co., J.P. Morgan Securities Ltd., Morgan Stanley & Co. International Ltd., Swiss Bank Corp., ABN AMRO Bank N.V., Banque Paribas, Barclays de Zoete Wedd Ltd., Citicorp Securities Inc., Nikko Europe Plc, Nomura International Plc and UBS Securities LLC"},"content":{"rendered":"
\n                             UNDERWRITING AGREEMENT\n\n                                                                  March 22, 1996\n\n\nThe Walt Disney Company\n500 South Buena Vista Street\nBurbank, California 91521\n\n\nDear Sirs: \n\n     We (the \"Representatives\") are acting on behalf of the underwriters\n(including ourselves) named below (such underwriters being herein called the\n\"Underwriters\"), and we understand that The Walt Disney Company, a Delaware\ncorporation (the \"Company\"), proposes to issue and sell U.S. $1,300,000,000\naggregate principal amount of its 6-3\/8% Senior Notes due March 30, 2001 (the\n\"Five-Year Notes\") at an initial offering price of 100.000% and U.S.\n$1,300,000,000 aggregate principal amount of its 6-3\/4% Senior Notes due\nMarch 30, 2006 (the \"Ten-Year Notes\") at an initial offering price of 99.855%\n(the Five-Year Notes and the Ten-Year Notes collectively referred to hereinafter\nas the \"Debt Securities\").\n\n     Subject to the terms and conditions set forth or incorporated by reference\nherein, the Company hereby agrees to sell and the Underwriters agree to\npurchase, severally and not jointly, the (i) principal amount of the Five-Year\nNotes set forth below opposite their names at a purchase price of 99.650% of the\nprincipal amount thereof plus accrued interest, if any, from March 27, 1996 and\n(ii) principal amount of the Ten-Year Notes set forth opposite their names at a\npurchase price of 99.355% of the principal amount thereof plus accrued interest,\nif any, from March 27, 1996:\n\n\n\n\n\n                                                            Principal Amount of\n           Name                                               Five-Year Notes   \n           ----                                            --------------------\n                                                        \n Merrill Lynch, Pierce, Fenner & Smith                          $423,500,000 \n                 Incorporated \n CS First Boston Corporation                                     423,500,000 \n Bear, Stearns & Co. Inc.                                         65,000,000 \n Deutsche Bank AG London                                          65,000,000 \n Goldman, Sachs & Co.                                             65,000,000 \n J.P. Morgan Securities Ltd.                                      65,000,000 \n Morgan Stanley & Co. International Limited                       65,000,000 \n Swiss Bank Corporation                                           65,000,000 \n ABN AMRO Bank N.V.                                                9,000,000 \n Banque Paribas                                                    9,000,000 \n Barclays de Zoete Wedd Limited                                    9,000,000 \n Citicorp Securities, Inc.                                         9,000,000 \n Nikko Europe Plc                                                  9,000,000 \n Nomura International plc                                          9,000,000 \n UBS Securities LLC                                                9,000,000 \n                                                              --------------\n                                                              $1,300,000,000 \n\n \n\n\n \n                                                            Principal Amount of\n           Name                                               Ten-Year Notes \n           ----                                            --------------------\n                                                        \n Merrill Lynch, Pierce, Fenner & Smith                          $423,500,000 \n                 Incorporated \n CS First Boston Corporation                                     423,500,000 \n Bear, Stearns & Co. Inc.                                         78,000,000 \n Goldman, Sachs & Co.                                             78,000,000 \n Lehman Brothers International (Europe)                           78,000,000 \n J.P. Morgan Securities Ltd.                                      78,000,000 \n Morgan Stanley & Co. International Limited                       78,000,000 \n Bankers Trust International PLC                                   9,000,000 \n BA Securities, Inc.                                               9,000,000 \n Citicorp Securities, Inc.                                         9,000,000 \n Donaldson, Lufkin & Jenrette Securities                           9,000,000 \n  Corporation \n PaineWebber Incorporated                                          9,000,000 \n Salomon Brothers Inc                                              9,000,000 \n Smith Barney Inc.                                                 9,000,000 \n                                                              --------------\n                                                              $1,300,000,000 \n\n\n     The Underwriters will pay for the Debt Securities upon delivery thereof to\nThe Depository Trust Company or its designated custodian at 10:00 a.m. (New York\ntime) on March 27, 1996, or at such other time, not later than 11:30 a.m. (New\nYork time) on March 27, \n\n\n                                        2\n\n\n\n1996, as shall be designated by the Representatives.  The time and date of such\npayment and delivery are hereinafter referred to as the \"Closing Date\". \n\n     The Debt Securities shall have the terms set forth in the Prospectus dated\nMarch 7, 1996 as supplemented by the Prospectus Supplement dated March 22, 1996,\nincluding the following:\n\n\n                                        3\n\n\n\nTERMS OF DEBT SECURITIES:\n\n                                   A.  THE FIVE-YEAR NOTES\n\n     Title:                        U.S. $1,300,000,000 6-3\/8% Senior Notes due\n                                   March 30, 2001\n\n     Aggregate Principal Amount:   U.S. $1,300,000,000\n\n     Initial Offering Price:       100.000%\n\n     Purchase Price:               99.650%\n\n     Currency of Payment:          United States Dollars\n\n     Ratings of debt\n     securities included in the\n     Registration Statement:       A - Standard & Poor's Ratings Services\n                                   A2 - Moody's Investors Service\n                                   A - Duff and Phelps\n\n     Maturity Date:                March 30, 2001\n\n     Interest Rate:                6-3\/8%\n\n     Redemption Provisions:        As set forth in the Prospectus Supplement\n                                   under \"Description of the Notes - Redemption\n                                   for Tax Purposes\".\n\n     Interest Payment Dates:       March 30 and September 30 commencing\n                                   September 30, 1996 (interest accrues from\n                                   March 27, 1996).\n\n     Regular Record Dates:         March 15 and September 15\n\n     Form and Denominations:       Global Note registered in the name of Cede & Co., as the nominee of The Depository Trust\n                                   Company (\"DTC\").  Beneficial interests in\n                                   such Global Note will be in denominations of\n                                   U.S. $1,000 and integral multiples thereof.\n\n     Ranking:                      The Five-Year Notes will constitute a\n                                   separate series of senior unsecured debt\n                                   obligations of the Company issued under the\n                                   Senior Debt Securities Indenture, dated as of\n                                   March 7, 1996 (the \"Indenture\"), by and among\n                                   the Company, as issuer, and Citibank, N.A.,\n                                   as trustee (the \"Trustee\") and will rank PARI\n                                   PASSU with all other senior unsecured\n                                   indebtedness of the Company from time to time\n                                   outstanding.\n\n     Listing:                      Luxembourg Stock Exchange.  The Company shall\n                                   exercise its best efforts to have the Notes\n                                   approved for listing on the Luxembourg Stock\n                                   Exchange as soon as practicable.\n\n\n                                        4\n\n\n\n                             B.  THE TEN-YEAR NOTES\n\n     Title:                        U.S. $1,300,000,000 6-3\/4% Senior Notes due\n                                   March 30, 2006\n\n     Aggregate Principal Amount:   U.S. $1,300,000,000\n\n     Initial Offering Price:       99.855%\n\n     Purchase Price:               99.355%\n\n     Currency of Payment:          United States Dollars\n\n     Ratings of debt\n     securities included in the\n     Registration Statement:       A - Standard & Poor's Rating Services\n                                   A2 - Moody's Investors Service\n                                   A - Duff and Phelps\n\n     Maturity Date:                March 30, 2006\n\n     Interest Rate:                6-3\/4%\n\n     Redemption Provisions:        As set forth in the Prospectus Supplement\n                                   under \"Description of the Notes - Redemption\n                                   for Tax Purposes\".\n\n     Interest Payment Dates:       March 30 and September 30 commencing\n                                   September 30, 1996 (interest accrues from\n                                   March 27, 1996).\n\n     Regular Record Dates:         March 15 and September 15\n\n     Form and Denominations:       Global Note registered in the name of Cede & Co., as the nominee of DTC.  Beneficial\n                                   interests in such Global Note will be in\n                                   denominations of U.S. $1,000 and integral\n                                   multiples thereof.\n\n     Ranking:                      The Ten-Year Notes will constitute a separate\n                                   series of senior unsecured debt obligations\n                                   of the Company issued under the Indenture and\n                                   will rank PARI PASSU with all other senior\n                                   unsecured indebtedness of the Company from\n                                   time to time outstanding.\n\n     Listing:                      Luxembourg Stock Exchange.  The Company shall\n                                   exercise its best efforts to have the Notes\n                                   approved for listing on the Luxembourg Stock\n                                   Exchange as soon as practicable.\n\n                          C.  OTHER GENERAL PROVISIONS\n\n     CONDITIONS TO CLOSING.  Section 5 of the Standard Provisions (Debt\nSecurities) shall be amended by adding a new paragraph (i) immediately after\nSection 5(h) to read as follows:  \n     \n     (i)  LUXEMBOURG STOCK EXCHANGE.  The Company shall exercise its best\n     efforts to have the Notes approved for listing on the Luxembourg Stock\n     Exchange as soon as practicable.\n\n     OFFICERS' CERTIFICATE:  Section 5(d) of the Standard Provisions (Debt\nSecurities) is amended by adding the following as the last sentence of such\nSection:\n\n\n                                        5\n\n\n\n     As used in this Section 5(d), the term \"Prospectus\" means the\n     Prospectus (as defined herein) in the form first used to confirm sales\n     of the Debt Securities.\n\n     COVENANTS OF THE COMPANY.  Section 6 of the Standard Provisions (Debt\nSecurities) is amended by adding the following new paragraph (h):\n\n     (h)  RESTRICTION ON SALE OF SECURITIES.  Between the date of the\n     Underwriting Agreement and the Closing Date or such other date specified in\n     such Underwriting Agreement, the Company will not, without the prior\n     written consent of the Representatives, directly or indirectly, issue,\n     sell, offer to sell, grant any option for the sale of, or otherwise dispose\n     of, any of its debt securities, other than issuances of the Company's\n     commercial paper, debt securities denominated in currencies other than\n     United States dollars and debt securities with maturities equal to or\n     greater than 20 years.\n\n     TERMINATION:  Section 11 of the Standard Provisions (Debt Securities) is\namended as follows:\n\n     (a)  By deleting the words \"United States\" in Clause (ii) thereof and\n          inserting the words \"North America, Europe or Asia\" in their stead.\n\n     (b)  Adding the following as the last sentence of such Section:  \"As used\n          in this Section 11, the term \"Prospectus\" means the Prospectus (as\n          defined herein) in the form first used to confirm sales of the Debt\n          Securities.\"\n\n     Notices:  Notices to the Underwriters shall be directed to the\nRepresentatives c\/o CS First Boston Corporation, Park Avenue Plaza, 55 East 52nd\nStreet, New York, New York 10055 attention of Joseph Fashano and c\/o Merrill\nLynch, Pierce, Fenner & Smith Incorporated at World Financial Center, North\nTower, New York, New York 10281-1201, attention of Nancy L. Kennan, Vice\nPresident; and notices to the Company shall be directed to it at 500 South Buena\nVista Street, Burbank, California 91521, attention of Mark D. Rozells, Vice\nPresident and Assistant Treasurer, with copies to the attention of the Company's\nLegal Department and to Skadden, Arps, Slate, Meagher & Flom at 300 South Grand\nAvenue, Suite 3400, Los Angeles, California 90071, attention of Thomas C.\nJanson, Jr.\n\n     Except as otherwise noted above, all provisions contained in the document\nentitled The Walt Disney Company Underwriting Agreement Standard Provisions\n(Debt Securities) dated March 22, 1996, a copy of which is attached hereto, are\nhereby incorporated by reference in their entirety and shall be deemed to be a\npart of this Agreement to the same extent as if such provisions had been set\nforth in full herein, except that if any term defined in such document is\notherwise defined herein, the definition set forth herein shall control.\n\n\n                                        6\n\n\n\n     Please confirm your agreement by having an authorized officer sign a copy\nof this Agreement in the space set forth below.\n\n                                   Very truly yours,\n\n                                   MERRILL LYNCH, PIERCE, FENNER & SMITH\n                                                  INCORPORATED\n                                   CS FIRST BOSTON CORPORATION\n                                   acting severally on behalf of themselves and\n                                   the Underwriters named herein\n\n                                   BY:  Merrill Lynch, Pierce, Fenner & Smith\n                                        Incorporated\n\n\n                                   By:     \/s\/ MATHEW M. PENDO\n                                        -------------------------------\n                                        Name:  Mathew M. Pendo\n                                        Title: Director\n\n\n                                   BY:  CS First Boston Corporation\n\n\n                                   By:     \/s\/ MARK S. MARON\n                                        -------------------------------\n                                        Name:  Mark S. Maron\n                                        Title: Managing Director\n\n\nAccepted:\n\nTHE WALT DISNEY COMPANY\n\n\n\nBy:     \/s\/ MARK D. ROZELLS\n     -------------------------------\n     Name:  Mark D. Rozells\n     Title: Vice President & Assistant Treasurer\n\n\n                                        7\n\n\n\n                             THE WALT DISNEY COMPANY\n\n\n                             UNDERWRITING AGREEMENT\n\n                               STANDARD PROVISIONS\n                                (DEBT SECURITIES)\n\n\n                                                                  March 22, 1996\n\n\n     From time to time, The Walt Disney Company, a Delaware corporation (the\n\"Company\"), may enter into one or more underwriting agreements that provide for\nthe sale of designated securities to the several underwriters named therein. The\nstandard provisions set forth herein may be incorporated by reference in any\nsuch underwriting agreement (an \"Underwriting Agreement\"). The Underwriting\nAgreement, including the provisions incorporated therein by reference, is herein\nreferred to as \"this Agreement\". Terms defined in the Underwriting Agreement are\nused herein as therein defined.\n\n     The Company has filed with the Securities and Exchange Commission (the\n\"Commission\") a registration statement including a prospectus, which, among\nother things, relates to the Debt Securities and has filed with, or transmitted\nfor filing to, or shall promptly hereafter file with or transmit for filing to,\nthe Commission a prospectus supplement (the \"Prospectus Supplement\")\nspecifically relating to the Debt Securities pursuant to Rule 424 under the\nSecurities Act of 1933, as amended (the \"1933 Act\"), and\/or a term sheet or an\nabbreviated term sheet (each, a \"Term Sheet\"), pursuant to Rule 434 of the rules\nand regulations of the Commission under the 1933 Act (the \"1933 Act\nRegulations\"), specifically relating to the Debt Securities.  The term\nRegistration Statement means the registration statement as amended to the date\nof this Agreement.  The term Basic Prospectus means the prospectus included in\nthe Registration Statement at the time the Registration Statement was declared\neffective by the Commission.  The term Prospectus means the Basic Prospectus\ntogether with the final Prospectus Supplement relating to the offering of the\nDebt Securities, each in the form furnished to the Underwriters by the Company\nfor use in connection with the offering of the Debt Securities, as from time to\ntime amended or supplemented in accordance with the 1933 Act, except that if any\nrevised prospectus or prospectus supplement shall be provided to the\nUnderwriters by the Company for use in connection with the offering of the Debt\nSecurities which differs from the prospectus or prospectus supplement on file at\nthe Commission (whether or not such revised prospectus or prospectus supplement\nis required to be filed by the Company pursuant to Rule 424 under the 1933 Act\nRegulations), the term \"Prospectus\" shall refer to the prospectus and prospectus\nsupplement, as so revised, from and after the time it is first provided to the\nUnderwriters for such use; provided, however, that if the Company elects to rely\nupon Rule 434 of the 1933 Act Regulations, then all references to the Prospectus\nshall be deemed to refer to the final or preliminary prospectus and the Term\nSheet relating to the Debt Securities in the form furnished to the Underwriters\nby the Company in reliance upon Rule 434 of the 1933 Act Regulations (in which\ncase, all references in this Agreement to the date of the Prospectus shall mean\nthe date of such Term Sheet).  The term preliminary prospectus means a\npreliminary prospectus supplement specifically relating to the Debt Securities\ntogether with the Basic Prospectus.  Any reference herein to the Registration\nStatement or the Prospectus shall be deemed to refer to and include the\ndocuments, financial statements and schedules incorporated by reference therein\nor deemed to be incorporated by reference therein pursuant to Item 12 of \n\n\n                                        1\n\n\n\nForm S-3 under the 1933 Act, and any reference to any amendment or supplement to\nthe Registration Statement or the Prospectus shall be deemed to refer to and\ninclude any documents, financial statements and schedules filed by the Company,\nDisney Enterprises, Inc., a Delaware corporation (\"Disney\"), or Capital\nCities\/ABC, Inc. (\"Capital Cities\") with the Commission under the Securities\nExchange Act of 1934, as amended (the \"1934 Act\") after the date hereof, and so\nincorporated by reference or deemed to be incorporated therein (such\nincorporated documents, financial statements and schedules being herein called\nthe Incorporated Documents).  Notwithstanding the foregoing, for purposes of\nthis Agreement any prospectus, prospectus supplement, term sheet or abbreviated\nterm sheet prepared or filed with respect to an offering pursuant to the\nRegistration Statement of a series of securities other than the Debt Securities\nshall not be deemed to have supplemented the Prospectus.\n\n     1.   REPRESENTATIONS AND WARRANTIES.  The Company represents and warrants\nto each of the Underwriters that: \n\n     (a)  The Company meets the requirements for use of Form S-3 under the 1933\n     Act.  The Registration Statement has become effective under the 1933 Act\n     and no stop order suspending the effectiveness of the Registration\n     Statement has been issued under the 1933 Act and no proceedings for that\n     purpose have been instituted or are pending or, to the knowledge of the\n     Company, are contemplated by the Commission, and any request on the part of\n     the Commission for additional information has been complied with.  In\n     addition, the Indenture has been duly qualified under the Trust Indenture\n     Act of 1939, as amended (the \"1939 Act\").\n\n     (b)  The Registration Statement, at the time it became effective, complied\n     in all material respects with the provisions of the 1933 Act and the 1933\n     Act Regulations and did not contain an untrue statement of a material fact\n     or omit to state a material fact required to be stated therein or necessary\n     to make the statements therein not misleading.  At the date of the\n     Underwriting Agreement and at the Closing Date, the Prospectus and any\n     amendments and supplements thereto did not include an untrue statement of a\n     material fact or omit to state a material fact necessary in order to make\n     the statements therein, in the light of the circumstances under which they\n     were made, not misleading.  If the Company elects to rely upon Rule 434 of\n     the 1933 Act Regulations, the Company will comply with the requirements of\n     Rule 434.  Notwithstanding the foregoing, this representation and warranty\n     does not apply to statements or omissions in the Registration Statement,\n     the Prospectus or any preliminary prospectus, or any amendment or\n     supplement thereto, made in reliance upon information furnished to the\n     Company in writing by or on behalf of the Underwriters expressly for use\n     therein or to those parts of the Registration Statement which constitute\n     the Trustee's Statement of Eligibility and Qualification on Form T-1 under\n     the 1939 Act (the \"Form T-1\"). There is no contract or document of a\n     character required to be described in the Registration Statement or the\n     Prospectus or to be filed as an exhibit to the Registration Statement which\n     is not described or filed as required.\n\n     (c)  The Incorporated Documents, when they became effective or were filed\n     (or, if an amendment with respect to any such Incorporated Document was\n     filed or became effective, when such amendment was filed or became\n     effective) with the Commission, as the case may be, complied in all\n     material respects with the requirements of the 1934 Act, and any\n     Incorporated Documents filed subsequent to the date of the Underwriting\n     Agreement and prior to the termination of the offering of the Debt\n     Securities, will, when they are filed with the Commission, comply in all\n     material respects with the requirements \n\n\n                                        2\n\n\n\n     of the 1934 Act; no such Incorporated Document, when it became effective or\n     was filed (or, if an amendment with respect to any such Incorporated\n     Document was filed or became effective, when such amendment was filed or\n     became effective) with the Commission, contained, and no Incorporated\n     Document filed subsequent to the date of the Underwriting Agreement and\n     prior to the Closing Date will contain, an untrue statement of a material\n     fact or omitted, or will omit, to state a material fact required to be\n     stated therein or necessary to make the statements therein not misleading.\n\n     (d)  This Agreement, the Indenture and the Debt Securities have been duly\n     authorized by the Company and conform in all material respects to the\n     descriptions thereof in the Prospectus.\n\n     (e)  The Indenture (assuming due execution and delivery thereof by the\n     Trustee) is, and the Debt Securities (when executed by the Company and\n     authenticated in accordance with the Indenture and delivered to and paid\n     for by the Underwriters) will be, the legal, valid and binding obligations\n     of the Company, enforceable against the Company in accordance with their\n     respective terms, except as such enforceability may be limited by (A)\n     bankruptcy, insolvency, reorganization, moratorium or other similar laws\n     now or hereafter in effect relating to or affecting the enforcement of\n     creditors' rights generally, (B) general principles of equity (regardless\n     of whether such enforcement is considered in a proceeding in equity or at\n     law), (C) requirements that a claim with respect to any Debt Securities\n     denominated other than in United States dollars (or a judgment denominated\n     other than in United States dollars in respect of such claim) be converted\n     into United States dollars at a rate of exchange prevailing on a date\n     determined pursuant to applicable law and (D) governmental authority to\n     limit, delay or prohibit the making of payments outside the United States\n     or in a foreign currency or composite currency.  The Debt Securities (when\n     executed by the Company and authenticated in accordance with the terms of\n     the Indenture and delivered to and paid for by the Underwriters) will be\n     entitled to the benefits of the Indenture (subject to the exceptions set\n     forth in the preceding sentence). \n\n     (f)  The Company is a validly existing corporation in good standing under\n     the laws of Delaware.  The Company has full corporate power and authority\n     to own, lease and operate its properties and to conduct its business as\n     presently conducted and as described in the Prospectus; and the Company is\n     duly qualified as a foreign corporation to transact business and is in good\n     standing in each jurisdiction in which such qualification is required\n     whether by reason of the ownership or leasing of property or the conduct of\n     business, except where the failure to so qualify would not have a material\n     adverse effect on the consolidated financial condition or earnings of the\n     Company and its subsidiaries considered as one enterprise.\n\n     (g)  Except as contemplated in the Prospectus or reflected therein by the\n     filing of any amendment or supplement thereto or any Incorporated Document,\n     since the date of the most recent consolidated financial statements\n     included or incorporated by reference in the Registration Statement and the\n     Prospectus there has not been any material adverse change in the\n     consolidated financial condition or earnings of the Company and its\n     subsidiaries, considered as one enterprise.\n\n     (h)  The Company is not in violation of its Certificate of Incorporation or\n     Bylaws.  The execution and delivery of this Agreement by the Company, the\n     issuance and sale of the Debt Securities and the performance by the Company\n     of its obligations under this \n\n\n\n                                        3\n\n\n\n     Agreement and the Indenture will not conflict with or constitute a breach\n     of or a default (with the passage of time or otherwise) under (A) the\n     Certificate of Incorporation or Bylaws of the Company, (B) any contract,\n     indenture, mortgage, loan agreement, note, lease or other instrument to\n     which the Company is a party or by which it may be bound, or to which any\n     of the properties or assets of the Company is subject, which breach or\n     default would, singly or in the aggregate, reasonably be expected to have a\n     material adverse effect on the consolidated financial condition or earnings\n     of the Company and its subsidiaries, considered as one enterprise, or (C)\n     any applicable law, administrative regulation or administrative or court\n     decree.  Except for orders, permits and similar authorizations required\n     under or by the securities or Blue Sky laws of certain jurisdictions, any\n     securities exchange on which any of the Debt Securities might be listed or\n     with respect to Debt Securities which are to be indexed or linked to any\n     foreign currency, composite currency, commodity, equity index or similar\n     index, no consent, approval, authorization or other order of any regulatory\n     body, administrative agency or other governmental body is legally required\n     for the valid issuance and sale of the Debt Securities.\n\n     (i)  To the best of the Company's knowledge, the accountants who have\n     audited and reported upon the financial statements filed with the\n     Commission as part of the Registration Statement and the Prospectus are\n     independent accountants as required by the 1933 Act.  The historical\n     financial statements included in the Registration Statement or Prospectus\n     or incorporated therein by reference fairly present the consolidated\n     financial position and results of operations of the Company, Disney and\n     Capital Cities and their respective subsidiaries at the respective dates\n     and for the respective periods to which they apply. Such financial\n     statements have been prepared in accordance with generally accepted\n     accounting principles consistently applied, except as set forth in the\n     Registration Statement and Prospectus.  The selected financial data and the\n     summary historical financial information of Disney and Capital Cities\n     included in the Prospectus present fairly the information shown therein and\n     have been compiled on a basis consistent with that of the audited financial\n     statements of Disney and Capital Cities incorporated by reference in the\n     Registration Statement and the Prospectus.  The unaudited pro forma\n     combined condensed financial statements (Disney\/Capital Cities Combined\n     Company), together with the related notes and any supporting schedules\n     included in the Registration Statement and the Prospectus, present fairly\n     the information shown therein and have been compiled on a basis\n     substantially consistent with the audited financial statements of Disney\n     and Capital Cities incorporated by reference in the Registration Statement\n     and the Prospectus; the assumptions on which such unaudited pro forma\n     combined condensed financial statements have been prepared are reasonable\n     and such unaudited pro forma combined condensed financial statements have\n     been prepared, and the pro forma adjustments set forth therein have been\n     applied, in accordance with the applicable accounting requirements of the\n     1933 Act and the 1933 Act Regulations (including, without limitation,\n     Regulations S-X promulgated by the Commission), and such pro forma\n     adjustments have been properly applied to the historical amounts in the\n     compilation of such statements.\n\n     (j)  Each of Disney, Capital Cities and Walt Disney World Co., a Delaware\n     corporation (collectively, the \"Significant Subsidiaries\"), is a validly\n     existing corporation in good standing in the state of its incorporation.\n     Each of the Significant Subsidiaries has full corporate power and authority\n     to own, lease and operate its properties and to conduct its business as\n     presently conducted and as described in the Prospectus; and each of the\n     Significant Subsidiaries is duly qualified as a foreign corporation to\n     transact business and \n\n\n\n                                        4\n\n\n\n     is in good standing in each United States jurisdiction in which such\n     qualification is required whether by reason of the ownership or leasing of\n     property or the conduct of business, except where a failure to so qualify\n     would not have a material adverse effect on the consolidated financial\n     condition or earnings of the Company and its subsidiaries, considered as\n     one enterprise.\n\n     (k)  The Company has complied with, and is and will be in compliance with,\n     the provisions of that certain Florida act relating to disclosure of doing\n     business with Cuba, codified as Section 517.075 of the Florida statutes,\n     and the rules and regulations thereunder or is exempt therefrom.\n\n     Any certificate signed by any officer of the Company and delivered to any\nUnderwriter or to counsel for the Underwriters in connection with the offering\nof the Debt Securities shall be deemed a representation and warranty by the\nCompany to such Underwriter as to the matters covered thereby on the date of\nsuch certificate.\n\n     2.   PUBLIC OFFERING.  The Company is advised by the Representatives that\nthe Underwriters propose to make a public offering of their respective portions\nof the Debt Securities as soon after this Agreement has been entered into as in\nthe Representatives' judgment is advisable. The terms of the public offering of\nthe Debt Securities have been provided by the Representatives to the Company and\nare in all material respects completely set forth in the Prospectus.\n\n     3.   PURCHASE AND DELIVERY.  Except as otherwise provided in this Section\n3, payment for the Debt Securities shall be made by wire transfer, of\nimmediately available funds, by the Underwriters to the order of the Company, at\nthe time set forth in the Underwriting Agreement, upon delivery to the\nRepresentatives for the respective accounts of the several Underwriters of the\nDebt Securities, registered in such names and in such denominations as the\nRepresentatives shall request in writing not less than two full business days\nprior to the date of delivery, with any transfer taxes payable in connection\nwith the sale of the Debt Securities to the Underwriters duly paid.  The Notes\nmay be represented by one or more global notes which may be deposited with a\ncustodian for, and registered in the name of, The Depository Trust Company or\nits nominee.\n\n     4.   PAYMENT OF EXPENSES.  The Company will pay all expenses incident to\nthe performance of its obligations under this Agreement, including (i) the\npreparation, printing and filing of the Registration Statement (including\nfinancial statements and exhibits) as originally filed and of each amendment\nthereto, (ii) the printing and delivery to the Underwriters of this Agreement,\nany Underwriting Agreement, any Agreement among Underwriters, the Indenture and\nsuch other documents as may be required in connection with the offering,\npurchase, sale and delivery of the Debt Securities, (iii) the preparation,\nissuance and delivery of the Debt Securities and any certificates for the Debt\nSecurities to the Underwriters, (iv) the fees and disbursements of the Company's\ncounsel, accountants and other advisors or agents (including transfer agents and\nregistrars), as well as the fees and disbursements of the Trustee and its\ncounsel, (v) the qualification of the Debt Securities under state securities\nlaws or the applicable laws of any foreign jurisdiction in which the Debt\nSecurities are offered in accordance with the provisions of Section 6(g) hereof,\nincluding filing fees and the reasonable fees and disbursements of counsel for\nthe Underwriters in connection therewith and in connection with the preparation,\nprinting and delivery of the Blue Sky Survey and any Legal Investment Survey,\nand any amendment thereto, (vi) the printing and delivery to the Underwriters of\ncopies of each preliminary prospectus, any Term Sheet, and the Prospectus and\nany amendments or supplements thereto, (vii) the fees \n\n\n                                        5\n\n\n\n\ncharged by nationally recognized statistical rating organizations for the rating\nof the Debt Securities, and (viii) the fees and expenses incurred with respect\nto the listing of the Debt Securities on any securities exchange.\n\n     5.   CONDITIONS TO CLOSING.  The several obligations of the Underwriters\nhereunder are subject to the following conditions:\n\n     (a)  OPINION OF COUNSEL TO COMPANY.  On the Closing Date, the Underwriters\n     shall have received an opinion from Skadden, Arps, Slate, Meagher & Flom,\n     counsel to the Company, dated as of the Closing Date and in form and\n     substance satisfactory to counsel for the Underwriters to the effect that: \n\n          (i)     The Company and each of the Significant Subsidiaries is a\n          corporation validly existing and in good standing under the laws of\n          its state of incorporation. \n\n          (ii)    The Company has full corporate power and corporate authority\n          to enter into and perform its obligations under this Agreement and the\n          Indenture, to borrow money as contemplated in this Agreement and the\n          Indenture and to issue, sell and deliver the Debt Securities. \n\n          (iii)   This Agreement has been duly authorized, executed and\n          delivered by the Company.\n\n          (iv)    The Indenture has been duly authorized, executed and delivered\n          by the Company and is a valid and binding agreement of the Company\n          enforceable against the Company in accordance with its terms, except\n          to the extent that (x) enforcement thereof may be limited by (A)\n          bankruptcy, insolvency, reorganization, moratorium or other similar\n          laws now or hereafter in effect relating to creditors' rights\n          generally and (B) general principles of equity (regardless of whether\n          enforceability is considered in a proceeding at law or in equity) and\n          (y) the waiver contained in Section 6.12 of the Indenture may be\n          deemed unenforceable.\n\n          (v)     No consent or approval of any United States governmental\n          authority or other United States person or United States entity is\n          required in connection with the issuance or sale of the Debt\n          Securities other than registration thereof under the 1933 Act,\n          qualification of the Indenture under the 1939 Act, and such\n          registrations or qualifications as may be necessary under the\n          securities or Blue Sky laws of the various United States jurisdictions\n          in which the Debt Securities are to be offered or sold. \n\n          (vi)    The Debt Securities, when executed and authenticated in\n          accordance with the terms of the Indenture and delivered to and paid\n          for by the Underwriters, will be valid and binding obligations of the\n          Company entitled to the benefits of the Indenture and enforceable\n          against the Company in accordance with their terms, except to the\n          extent that enforcement thereof may be limited by (A) bankruptcy,\n          insolvency, reorganization, moratorium or other similar laws now or\n          hereafter in effect relating to creditors' rights generally and (B)\n          general principles of equity (regardless of whether enforceability is\n          considered in a proceeding at law or in equity).\n\n\n                                        6\n\n\n\n          (vii)   The Registration Statement has become effective under the 1933\n          Act and the Indenture has been qualified under the 1939 Act, and such\n          counsel has been advised by the Commission that no stop order\n          suspending the effectiveness of the Registration Statement has been\n          issued and, to the best of such counsel's knowledge, no proceedings\n          for that purpose have been instituted or are pending or threatened by\n          the Commission.\n\n          (viii)  The execution and delivery of this Agreement and the Indenture\n          by the Company, the issuance and sale of the Debt Securities and the\n          fulfillment of this Agreement and the Indenture by the Company will\n          not conflict with or constitute a breach of or a default (with the\n          passage of time or otherwise) under (A) the Certificate of\n          Incorporation or Bylaws of the Company, (B) any statute, law or\n          regulation to which the Company or any of its properties may be\n          subject or (C) any judgment, decree or order, known to such counsel,\n          of any court or governmental agency or authority entered in any\n          proceeding to which the Company was or is now a party or by which it\n          is bound; provided, that such counsel may state that (1) the opinion\n          set forth in clause (B) of this paragraph (viii) is limited to those\n          United States statutes, laws or regulations currently in effect which,\n          in such counsel's experience, are normally applicable to transactions\n          of the type contemplated by this Agreement, and (2) no opinion is\n          expressed as to the securities or Blue Sky laws of the various\n          jurisdictions in which the Debt Securities are to be offered and (3)\n          no opinion is expressed with respect to such clause (B) with respect\n          to Debt Securities which are indexed or linked to any foreign\n          currency, composite currency, commodity, equity index or similar\n          index.\n\n          (ix)    The Registration Statement, as of the date it became\n          effective, and the Prospectus, as of the date of the Underwriting\n          Agreement, appear on their face to be appropriately responsive in all\n          material respects to the requirements of the 1933 Act, except that in\n          each case such counsel need not express an opinion as to (i) the\n          Incorporated Documents, (ii) the financial statements and schedules\n          and other financial data included or incorporated by reference therein\n          or excluded therefrom or (iii) the Form T-1. \n\n          (x)     The statements in the Prospectus under the caption\n          \"Description of the Debt Securities,\" \"Description of the Notes\" and\n          \"Certain United States Federal Tax Considerations To United States\n          Aliens\", insofar as they purport to summarize certain provisions of\n          documents specifically referred to therein, are in all material\n          respects accurate summaries of such provisions and to the extent that\n          such statements constitute matters of law, summaries of legal matters,\n          legal proceedings or legal conclusions have been reviewed by such\n          counsel and are accurate and complete in all material respects.\n\n          In rendering the opinions set forth above, such counsel may state that\n     (1) with respect to paragraphs (iv) and (vi), such enforcement may be\n     limited by (i) requirements that a claim with respect to any Debt\n     Securities denominated other than in United States dollars (or a judgment\n     denominated other than in United States dollars in respect of such claim)\n     be converted into United States dollars at a rate of exchange prevailing on\n     a date determined pursuant to applicable law and (ii) governmental\n     authority to limit, delay or prohibit the making of payments outside the\n     United States or in foreign currency or composite currency; and (2) with\n     respect to paragraphs (iv), (v) and (vi), no opinion is \n\n\n                                        7\n\n\n\n     expressed thereto with respect to any Debt Securities that are to be\n     indexed or linked to any foreign currency or composite currency, commodity,\n     equity index or similar index.\n\n          In addition, such counsel shall state that they have participated in\n     conferences with officers and other representatives of the Company, counsel\n     employed by the Company, representatives of the independent accountants of\n     the Company, representatives of the Underwriters and counsel for the\n     Underwriters, at which the contents of the Registration Statement and\n     Prospectus and related matters were discussed and, although such counsel is\n     not passing upon, and does not assume any responsibility for, the accuracy,\n     completeness or fairness of the statements contained in the Registration\n     Statement or the Prospectus and have made no independent check or\n     verification thereof, on the basis of the foregoing, no facts have come to\n     such counsel's attention that have led them to believe that the\n     Registration Statement (excluding the Incorporated Documents) at the time\n     such Registration Statement became effective, contained an untrue statement\n     of a material fact or omitted to state a material fact required to be\n     stated therein or necessary to make the statements therein not misleading\n     or that the Prospectus (excluding the Incorporated Documents) as of the\n     date of the Underwriting Agreement and as of the Closing Date contained or\n     contains an untrue statement of a material fact or omitted or omits to\n     state a material fact necessary in order to make the statements therein, in\n     light of the circumstances under which they were made, not misleading,\n     except that such counsel need express no opinion or belief with respect to\n     (i) the Incorporated Documents, (ii) the financial statements, schedules\n     and other financial data included or incorporated by reference in, or\n     excluded from, the Registration Statement or the Prospectus or (iii) the\n     exhibits to the Registration Statement, including the Form T-1.\n\n     (b)  OPINION OF COUNSEL EMPLOYED BY COMPANY.  On the Closing Date, the\n     Underwriters shall have received an opinion from David K. Thompson, Senior\n     Vice President-Assistant General Counsel or from other counsel employed by\n     the Company (provided that such counsel is at least a vice president of the\n     Company), dated as of the date hereof and in form and substance\n     satisfactory to counsel for the Underwriters, to the effect that: \n\n          (i)     Except as set forth in the Prospectus (including the\n          Incorporated Documents), there is not pending or, to the best of such\n          counsel's knowledge, after reasonable inquiry, threatened any action,\n          suit or proceeding against the Company or any of its subsidiaries\n          before or by any court or governmental agency or body, which is likely\n          (to the extent not covered by insurance) to have a material adverse\n          effect on the consolidated financial condition or earnings of the\n          Company and its subsidiaries, considered as one enterprise.\n\n          (ii)    To the best of such counsel's knowledge, after reasonable\n          inquiry, there is no contract or document of a character required to\n          be described in the Registration Statement or the Prospectus or to be\n          filed as an exhibit to the Registration Statement which is not\n          described or filed as required.\n\n          (iii)   To the best of such counsel's knowledge, after reasonable\n          inquiry, the Company is not in violation of its Certificate of\n          Incorporation or Bylaws.\n\n          (iv)    To the best of such counsel's knowledge, after reasonable\n          inquiry, (x) the execution and delivery, and (y) the performance, of\n          this Agreement and the Indenture will not conflict with or constitute\n          a breach of, or default (with the \n\n\n                                        8\n\n\n\n          passage of time or otherwise) under, any material contract, indenture,\n          mortgage, loan agreement, note, lease or other instrument to which the\n          Company is a party or by which it may be bound, or to which any of the\n          property or assets of the Company or any of its subsidiaries is\n          subject. \n\n          (v)     The Incorporated Documents, as of the date of the Underwriting\n          Agreement, complied as to form in all material respects with the\n          requirements of the 1933 Act, except that in each case such counsel\n          need not express an opinion as to the financial statements and\n          schedules and other financial data included or incorporated by\n          reference therein. \n\n          In addition, such counsel shall state that no facts have come to such\n     counsel's attention that have led him to believe that the Registration\n     Statement (including the Incorporated Documents) at the time such\n     Registration Statement became effective, contained an untrue statement of a\n     material fact or omitted to state a material fact required to be stated\n     therein or necessary to make the statements therein not misleading or that\n     the Prospectus (including the Incorporated Documents) as of the date of the\n     Underwriting Agreement and as of the Closing Date contained or contains an\n     untrue statement of a material fact or omitted or omits to state a material\n     fact necessary in order to make the statements therein, in light of the\n     circumstances under which they were made, not misleading, except that such\n     counsel need express no opinion or belief with respect to the financial\n     statements, schedules and other financial data included or incorporated by\n     reference in, or excluded from, the Registration Statement or Prospectus or\n     with respect to the Form T-1.\n\n     (c)  OPINION OF UNDERWRITERS' COUNSEL.  On the Closing Date, the\n     Underwriters shall have received an opinion from counsel to the\n     Underwriters, dated as of the Closing Date and in form and substance\n     satisfactory to the Underwriters.\n\n     (d)  OFFICER'S CERTIFICATE.  On the Closing Date the Underwriters shall\n     have received a certificate signed by an officer of the Company, dated the\n     Closing Date, to the effect that (i) the representations and warranties of\n     the Company contained in Section 1 hereof are true and correct in all\n     material respects with the same force and effect as though expressly made\n     at and as of the date of such certificate, (ii) the Company has complied\n     with all agreements and satisfied all conditions required by this Agreement\n     or the Indenture on its part to be performed or satisfied at or prior to\n     the date of such certificate and (iii) no stop order suspending the\n     effectiveness of the Registration Statement has been issued and no\n     proceedings for that purpose have been initiated or, to the best of such\n     officer's knowledge, threatened by the Commission.  The Officer's\n     Certificate shall further state that except as contemplated in the\n     Prospectus or reflected therein by the filing of any amendment or\n     supplement thereto or any Incorporated Document, at the Closing Date, there\n     shall not have been, since the date of the most recent consolidated\n     financial statements included or incorporated by reference in the\n     Prospectus, any material adverse change in the consolidated financial\n     condition or earnings of the Company and its subsidiaries considered as one\n     enterprise.\n\n     (e)  COMFORT LETTERS.  At the time of the execution of the Underwriting\n     Agreement, the Underwriters shall have received letters from the Company's\n     and, to the extent that financial information of Capital Cities is included\n     or incorporated by reference in the Registration Statement, Capital Cities'\n     independent certified public accountants, dated as \n\n\n                                        9\n\n\n\n     of the date of the Underwriting Agreement and in form and substance\n     reasonably satisfactory to the Underwriters.\n\n     (f)  BRING-DOWN COMFORT LETTERS.  On the Closing Date, the Underwriters\n     shall have received letters from the Company's and, to the extent that\n     financial information of Capital Cities is included or incorporated by\n     reference in the Registration Statement, Capital Cities' independent\n     certified public accountants dated as of the Closing Date, to the effect\n     that they reaffirm the statements made in the letter furnished pursuant to\n     subsection (e) of this Section 5, except that the specified date referred\n     to shall be a date not more than five business days prior to the Closing\n     Date.\n\n     (g)  RATINGS.  At the Closing Date, the debt securities included in the\n     Registration Statement shall have the ratings accorded by any \"nationally\n     recognized statistical rating organization\", as defined by the Commission\n     for purposes of Rule 436(g)(2) of the 1933 Act Regulations, if and as\n     specified in the Underwriting Agreement, and the Company shall have\n     delivered to the Representatives a letter, dated as of such date, from each\n     such rating organization, or other evidence satisfactory to the\n     Representatives, confirming that the Debt Securities have such ratings.  \n\n     (h)  OTHER DOCUMENTS.  On the Closing Date, counsel to the Underwriters\n     shall have been furnished with such documents and opinions as such counsel\n     may reasonably require for the purpose of enabling such counsel to pass\n     upon the issuance and sale of Debt Securities as herein contemplated and\n     related proceedings, or in order to evidence the accuracy and completeness\n     of any of the representations and warranties or the fulfillment of any of\n     the conditions herein contained. \n\n     If any condition specified in this Section 5 shall not have been fulfilled\n     when and as required to be fulfilled, this Agreement may be terminated by\n     the Representatives by notice to the Company at any time at or prior to the\n     Closing Date, and such termination shall be without liability of any party\n     to any other party, except that (i) the Company shall reimburse the\n     Underwriters for all of their reasonable out-of-pocket expenses, including\n     the reasonable fees and disbursements of counsel for the Underwriters and\n     (ii) the covenants set forth in Section 6(f) hereof, the indemnity and\n     contribution agreement set forth in Sections 7, 8, 9 and 10 hereof and the\n     provisions of Section 18 hereof shall remain in effect.\n\n     6.   COVENANTS OF THE COMPANY.  In further consideration of the agreements\nof the Underwriters contained herein, the Company covenants as follows: \n\n     (a)  NOTICE OF CERTAIN EVENTS.  The Company will notify the Representatives\n     promptly of (i) the effectiveness of any post-effective amendment to the\n     Registration Statement (other than a post-effective amendment relating\n     solely to an offering of securities other than the Debt Securities),\n     (ii) the transmittal to the Commission for filing of any supplement to the\n     Prospectus (other than a supplement relating solely to an offering of\n     securities other than the Debt Securities), (iii) the receipt of any\n     comments from the Commission with respect to the Registration Statement or\n     the Prospectus (other than any comments relating solely to an offering of\n     securities other than the Debt Securities), (iv) any request by the\n     Commission for any amendment to the Registration Statement or any amendment\n     or supplement to the Prospectus or for additional information (other than\n     any such request relating solely to an offering of securities other than\n     the Debt Securities) and (v) the issuance by the Commission of any stop\n     order suspending the effectiveness \n\n\n                                       10\n\n\n\n     of the Registration Statement or the initiation of any proceedings for that\n     purpose.  The Company will make every reasonable effort to prevent the\n     issuance of any such stop order and, if any such stop order is issued, to\n     obtain the lifting thereof at the earliest possible time unless the Company\n     shall, in its sole discretion, determine that it is not in its best\n     interest to do so.\n\n     (b)  NOTICE OF CERTAIN PROPOSED FILINGS.  During the period from the date\n     of the Underwriting Agreement to and including the Closing Date, at or\n     prior to the filing thereof, the Company will give the Representatives\n     notice of its intention to file any additional registration statement with\n     respect to the registration of additional Debt Securities to be covered by\n     this Agreement, any amendment to the Registration Statement or any\n     amendment or supplement to the Prospectus (other than an amendment or\n     supplement relating solely to an offering of securities other than the Debt\n     Securities), whether by the filing of documents pursuant to the 1934 Act,\n     the 1933 Act or otherwise, and will furnish the Underwriters with copies of\n     any such amendment or supplement or other documents a reasonable amount of\n     time prior to such proposed filing or use, as the case may be, and will not\n     file or use any such document to which the Representatives or counsel to\n     the Underwriters shall reasonably object, unless, in the judgment of the\n     Company or its counsel, such amendment or supplement or other document is\n     necessary to comply with law.\n\n     (c)  COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS.  The Company\n     will deliver to the Underwriters one copy of the Registration Statement (as\n     originally filed) and of each amendment thereto (including the Incorporated\n     Documents and any exhibits filed therewith or incorporated by reference\n     therein) and the preliminary prospectus as the Representatives may\n     reasonably request. The Company will furnish to the Underwriters as many\n     copies of the Prospectus (as amended or supplemented) as the\n     Representatives shall reasonably request so long as the Underwriters are\n     required to deliver a Prospectus in connection with sales or solicitations\n     of offers to purchase the Debt Securities.\n\n     (d)  REVISIONS OF REGISTRATION STATEMENT AND PROSPECTUS -- MATERIAL\n     CHANGES.  So long as the Underwriters are required to deliver a Prospectus\n     in connection with sales of the Debt Securities, if any event shall occur\n     or condition exist as a result of which it is necessary, in the opinion of\n     counsel for the Company, after consultation with counsel for the\n     Underwriters, to further amend or supplement the Prospectus in order that\n     the Prospectus will not include an untrue statement of a material fact or\n     omit to state any material fact necessary in order to make the statements\n     therein not misleading in light of the circumstances existing at the time\n     it is delivered to a purchaser, or if it shall be necessary, in the opinion\n     of counsel for the Company, to amend or supplement the Registration\n     Statement or the Prospectus in order to comply with the requirements of the\n     1933 Act or the 1933 Act Regulations, prompt notice shall be given, and\n     confirmed in writing, to the Representatives, and the Company will prepare\n     and file as soon as practicable such amendment or supplement to the\n     Registration Statement or Prospectus as may be necessary to correct such\n     misstatement or omission or to make the Registration Statement or the\n     Prospectus comply with such requirements and the Company will furnish to\n     the Underwriters, without charge, such number of copies of such amendment\n     or supplement as the Underwriters may reasonably request.  The filing of\n     any such amendment or supplement shall not constitute a waiver of any of\n     the conditions set forth in Section (5) hereof or of Section 11 (i).\n\n\n                                       11\n\n\n\n     (e)  COMPLIANCE WITH 1934 ACT.  The Company, during the period when the\n     Prospectus is required to be delivered under the 1933 Act or the 1934 Act,\n     will comply, in a timely manner, with all applicable requirements under the\n     1934 Act relating to the filing with the Commission of the Company's\n     reports pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act and, if\n     then applicable, the Company's proxy statements pursuant to Section 14(a)\n     of the 1934 Act.\n\n     (f)  EARNINGS STATEMENT.  The Company will make generally available to its\n     security holders, as soon as practicable but in any event not later than 15\n     months after the Closing Date, a consolidated earnings statement (which\n     need not be audited) covering the twelve-month period beginning after the\n     latest of (i) the effective date of the Registration Statement, (ii) the\n     effective date of the most recent post-effective amendment to the\n     Registration Statement to become effective or (iii) the Company's most\n     recent annual report on Form 10-K filed with the Commission prior to the\n     Closing Date, which earnings statement will satisfy the provisions of\n     Section  11(a) of the 1933 Act.  The Company may elect to rely upon Rule\n     158 under the 1933 Act and may elect to make such earnings statement\n     available more frequently than once in any period of twelve months.\n\n     (g)  BLUE SKY QUALIFICATIONS.  The Company will endeavor, in cooperation\n     with the Underwriters, to qualify the Debt Securities for offering and sale\n     under the applicable securities laws of such states in the United States as\n     the Representatives may reasonably designate, and will maintain such\n     qualifications in effect for as long as may be required for the\n     distribution of the Debt Securities; provided, however, that the Company\n     will promptly notify the Representatives of any suspension or termination\n     of any such qualifications and; provided, further, that the Company shall\n     not be obligated to register or qualify as a foreign corporation or take\n     any action which would subject it to general service of process in any\n     jurisdiction where it is not now so subject.\n\n     7.   INDEMNIFICATION OF THE UNDERWRITERS.  The Company agrees to indemnify\nand hold harmless each Underwriter and each person, if any, who controls an\nUnderwriter within the meaning of Section 15 of the 1933 Act or Section 20 of\nthe 1934 Act as follows: \n\n     (a)  against any and all loss, liability, claim, damage and expense\n     whatsoever (including, subject to the limitations set forth in Section 9\n     hereof, the reasonable fees and disbursements of counsel chosen by the\n     Underwriters), as incurred, insofar as such loss, liability, claim, damage\n     or expense arises out of any untrue statement or alleged untrue statement\n     of a material fact contained in the Registration Statement (or any\n     amendment thereto), or the omission or alleged omission therefrom of a\n     material fact required to be stated therein or necessary to make the\n     statements therein not misleading, or arises out of any untrue statement or\n     alleged untrue statement of a material fact contained in the Prospectus (or\n     any amendment or supplement thereto) or the omission or alleged omission\n     therefrom of a material fact necessary in order to make the statements\n     therein, in light of the circumstances under which they were made, not\n     misleading; \n\n     (b)  against any and all loss, liability, claim, damage and expense\n     whatsoever (including, subject to the limitations set forth in Section 9\n     hereof, the reasonable fees and disbursements of counsel chosen by the\n     Underwriters), as incurred, to the extent of the aggregate amount paid in\n     settlement of any litigation, or investigation or proceeding by any\n     governmental agency or body, commenced or threatened, or of any claim\n     whatsoever insofar as such loss, liability, claim, damage or expense arises\n     out of any such untrue \n\n\n                                       12\n\n\n\n     statement or omission, or any such alleged untrue statement or omission, if\n     such settlement is effected with the written consent of the Company; and\n\n     (c)  against any and all expense whatsoever (including, subject to the\n     limitations set forth in Section 9 hereof, the reasonable fees and\n     disbursements of counsel chosen by the Underwriters), as incurred,\n     reasonably incurred in investigating, preparing or defending against any\n     litigation, or investigation or proceeding by any governmental agency or\n     body, commenced or threatened, or any claim whatsoever, based upon any such\n     untrue statement or omission, or any such alleged untrue statement or\n     omission;\n\n     PROVIDED, HOWEVER, that this indemnity shall not apply to any loss,\n     liability, claim, damage or expense (A) to the extent arising out of or\n     based upon any untrue statement or omission or alleged untrue statement or\n     omission made in reliance upon the Form T-1 under the 1939 Act filed as an\n     exhibit to the Registration Statement; or (B) to the extent arising out of\n     any untrue statement or omission or alleged untrue statement or omission in\n     the Prospectus if such untrue statement or alleged untrue statement or\n     omission or alleged omission is corrected in all material respects in an\n     amendment or supplement to the Prospectus and if, having previously been\n     furnished by or on behalf of the Company with copies of the Prospectus, as\n     so amended or supplemented, such Underwriter thereafter failed to deliver\n     such Prospectus, as so amended or supplemented, if required to be delivered\n     by such Underwriter prior to or concurrently with the sale of the Debt\n     Securities to the person asserting such loss, liability, claim, damage or\n     expense who purchased such the Debt Securities which are the subject\n     thereof from such Underwriter; or (C) as to which such Underwriter may be\n     required to indemnify the Company pursuant to the provisions of Section 8.\n\n     8.   INDEMNIFICATION OF THE COMPANY.  Each Underwriter severally (and not\njointly) agrees to indemnify and hold harmless the Company, its directors, each\nof its officers who signed the Registration Statement, and each person, if any,\nwho controls the Company within the meaning of Section 15 of the 1933 Act or\nSection 20 of the 1934 Act against any and all loss, liability, claim, damage\nand expense described in the indemnity contained in subsection (a) of Section 7\nhereof, as incurred, but only with respect to untrue statements or omissions, or\nalleged untrue statements or omissions, made in the Registration Statement (or\nany amendment thereto) or the Prospectus (or any amendment or supplement\nthereto) in reliance upon and in conformity with written information furnished\nto the Company by such Underwriter through the Representatives expressly for use\nin the Registration Statement or the Prospectus.\n\n     9.   GENERAL.  In case any action, suit or proceeding (including any\ngovernmental or regulatory investigation or proceeding) shall be brought against\nany Underwriter or any person controlling such Underwriter, based upon the\nRegistration Statement or the Prospectus and with respect to which indemnity may\nbe sought against the Company pursuant to Section 7, such Underwriter or\ncontrolling person shall promptly notify the Company in writing, and the Company\nshall assume the defense thereof, including the employment of counsel (such\ncounsel to be reasonably acceptable to such Underwriter) and payment of all\nexpenses. Any such Underwriter or any such controlling person shall have the\nright to employ separate counsel in any such action, suit or proceeding and to\nparticipate in the defense thereof, but the fees and expenses of such separate\ncounsel shall be at the expense of such Underwriter or such controlling person\nunless (A) the employment of such counsel shall have been specifically\nauthorized in writing by the Company, (B) the Company shall have failed to\nassume the defense and employ counsel or (C) the named parties to any such\naction, suit or proceeding (including any impleaded parties) shall include both\nsuch Underwriter or such controlling person and the Company, and \n\n\n                                       13\n\n\n\nsuch Underwriter or such controlling person shall have been advised by counsel\nthat there may be one or more legal defenses available to it which are different\nfrom, or additional to, those available to the Company (in which case, if such\nUnderwriter or such controlling person notifies the Company in writing that it\nselects to employ separate counsel at the expense of the Company, the Company\nshall not have the right to assume the defense of such action, suit or\nproceeding on behalf of such Underwriter or such controlling person, it being\nunderstood, however, that the Company shall not, in connection with any one such\naction or separate but substantially similar or related actions in the same\njurisdiction arising out of the same general allegations or circumstances, be\nliable for the reasonable fees and expenses of more than one separate firm of\nattorneys (in addition to any local counsel) for all such Underwriters and such\ncontrolling persons, which firm shall be designated in writing by the\nRepresentatives on behalf of all of such Underwriters and such controlling\npersons). \n\n     In case any action, suit or proceeding (including any governmental or\nregulatory investigation or proceeding) shall be brought against the Company,\nany of the Company's directors or officers, or any person controlling the\nCompany, with respect to which indemnity may be sought against any Underwriter\npursuant to Section 8, such Underwriter shall have the rights and duties given\nto the Company by this Section 9, and the Company, the Company's directors and\nofficers and any such controlling person shall have the rights and duties given\nto the Underwriters by this Section 9.\n\n     10.  CONTRIBUTION.  In order to provide for just and equitable contribution\nin circumstances in which the indemnity agreement provided for in Sections 7 and\n8 hereof is for any reason held to be unenforceable with respect to the\nindemnified parties although applicable in accordance with its terms, the\nCompany and the Underwriters shall contribute to the aggregate losses,\nliabilities, claims, damages and expenses of the nature contemplated by said\nindemnity agreement incurred by the Company and the Underwriters, as incurred,\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 hand from the\noffering of the Debt 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 pursuant to Section 9\nhereof or pursuant to the last sentence of this Section 10, then the Company and\nthe Underwriters shall contribute to such aggregate losses, liabilities, claims,\ndamages and expenses incurred by the Company and the Underwriters, as incurred,\nin such proportion as is appropriate to reflect not only such relative benefits\nbut also the relative fault of the Company on the one hand and the Underwriters\non the other hand in connection with the statements or omissions which resulted\nin such losses, liabilities, claims, damages or expenses, as well as any other\nrelevant equitable considerations. The relative benefits received by the Company\non the one hand and the Underwriters on the other hand in connection with the\noffering of the Debt Securities shall be deemed to be in the same proportion as\nthe total net proceeds from the sale of the Debt Securities received by the\nCompany (before deducting expenses) bear to the total commissions or other\ncompensation or remuneration received by the Underwriters in respect thereof.\nThe relative fault shall be determined by reference to, among other things,\nwhether 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 the Underwriters and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\nstatement or omission.  Notwithstanding the provisions of this Section 10, no\nUnderwriter shall be required to contribute any amount in excess of the amount\nby which the total price at which the Debt Securities purchased by it exceeds\nthe amount of any damages which such Underwriter has otherwise been required to\npay by reason of such untrue or alleged untrue statement or omission or alleged\nomission.  No person guilty of fraudulent misrepresentation (within the meaning\nof \n\n\n                                       14\n\n\n\nSection 11(f) of the 1933 Act) shall be entitled to contribution from any person\nwho was not guilty of such fraudulent misrepresentation.  For purposes of this\nSection 10, each person, if any, who controls an Underwriter within the meaning\nof Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same\nrights to contribution as such Underwriter, and each director of the Company,\neach officer of the Company who signed the Registration Statement and each\nperson, if any, who controls the Company within the meaning of Section 15 of the\n1933 Act or Section 20 of the 1934 Act shall have the same rights to\ncontribution as the Company.  Any party entitled to contribution pursuant to the\nfirst sentence of this Section 10, will, promptly after receipt of notice of\ncommencement of any action, suit or proceeding against such party in respect of\nwhich a claim for contribution may be made against another party or parties\nunder this Section 10, notify such party or parties from whom contribution may\nbe sought, but the omission to so notify such party or parties shall not relieve\nthe party or parties from whom contribution may be sought, from any other\nobligation it or they may have otherwise than under this Section 10; PROVIDED,\nHOWEVER, that such notice need not be given if such party entitled to\ncontribution hereunder has previously given notice pursuant to Section 9 hereof\nwith respect to the same action, suit or proceeding. \n\n     11.  TERMINATION.  The Underwriters may terminate the Underwriting\nAgreement immediately upon notice to the Company, at any time prior to the\nClosing Date if (i) there has been, since the date of the Underwriting Agreement\nor since the respective dates as of which information is given in the\nRegistration Statement or Prospectus, any material adverse change in the\nconsolidated financial condition or earnings of the Company and its\nsubsidiaries, considered as one enterprise, (ii) there has occurred any material\nadverse change in the financial markets in the United States or any outbreak or\nescalation of hostilities or other calamity or crisis, the effect of which is\nsuch as to make it, in the reasonable judgment of the Representatives,\nimpracticable to market the Debt Securities or to enforce contracts for the sale\nof the Debt Securities, (iii) if trading in any securities of the Company has\nbeen suspended (other than pursuant to a request by the Company with respect to\nan announcement by the Company of certain information not constituting a\nmaterial adverse change, since the date of the Underwriting Agreement or the\nrespective date as of which information is given in the Registration Statement,\nin the consolidated financial condition or earnings of the Company and its\nsubsidiaries, considered as one enterprise), the effect of which is such as to\nmake it, in the reasonable judgment of the Representatives, impracticable to\nmarket the Debt Securities or to enforce contracts for the sale of the Debt\nSecurities, (iv) if trading generally on the New York Stock Exchange has been\nsuspended, or minimum or maximum prices for trading have been fixed, or maximum\nranges for prices for securities shall have been required, by such exchange or\nby order of the Commission or any other governmental authority, or if a banking\nmoratorium has been declared by either Federal or New York authorities or if a\nbanking moratorium has been declared by the relevant authorities in the country\nor countries of origin of any foreign currency or currencies in which the Debt\nSecurities are denominated or payable or (v) after the date of the Underwriting\nAgreement, the rating assigned by any nationally recognized securities rating\nagency to any debt securities of the Company or its Significant Subsidiaries as\nof the date of the Underwriting Agreement shall have been lowered or any such\nrating agency shall have publicly announced that it has placed any debt\nsecurities of the Company or its Significant Subsidiaries on what is commonly\ntermed a \"watch list\" with negative implications.\n\n     In the event of any such termination, no party will have any liability to\nany other party hereto, except that (i) the covenants set forth in Section 6(f)\nhereof, the indemnity and contribution agreement set forth in Sections 7, 8, 9\nand 10 hereof and the provisions of Section 18 hereof shall remain in effect and\n(ii) if the Underwriting Agreement is terminated by the Underwriters in\naccordance with the provisions of Section 11(i) hereof, the Company shall \n\n\n                                       15\n\n\n\nreimburse the Underwriters for all of their out-of-pocket expenses, including\nthe reasonable fees and disbursements of counsel for the Underwriters.\n\n     12.  DEFAULTING UNDERWRITERS.  If on the Closing Date any one or more of\nthe Underwriters shall fail or refuse to purchase Debt Securities that it has or\nthey have agreed to purchase on such date, and the aggregate amount of Debt\nSecurities which such defaulting Underwriter or Underwriters agreed but failed\nor refused to purchase is not more than one-tenth of the aggregate amount of the\nDebt Securities to be purchased on such date, the other Underwriters shall be\nobligated severally in the proportions that the amount of Debt Securities set\nforth opposite their respective names above bears to the aggregate amount of\nDebt Securities set forth opposite the names of all such non-defaulting\nUnderwriters, or in such other proportions as the Representatives may specify,\nto purchase the Debt Securities which such defaulting Underwriter or\nUnderwriters agreed but failed or refused to purchase on such date.  If on the\nClosing Date any Underwriter or Underwriters shall fail or refuse to purchase\nDebt Securities and the aggregate amount of Debt Securities with respect to\nwhich such default occurs is more than one-tenth of the aggregate amount of Debt\nSecurities to be purchased on such date, and arrangements satisfactory to the\nRepresentatives and the Company for the purchase of such Debt Securities are not\nmade within 36 hours after such default, this Agreement shall terminate without\nliability on the part of any non-defaulting Underwriter or the Company.  In any\nsuch case either the Representative or the Company shall have the right to\npostpone the Closing Date but in no event for longer then seven days, in order\nthat the required changes, if any, in the Registration Statement and in the\nProspectus or in any other documents or arrangements may be effected.  Any\naction taken under this paragraph shall not relieve any defaulting Underwriter\nfrom liability in respect of any default of such Underwriter under this\nAgreement.\n\n     13.  SELLING AND OTHER RESTRICTIONS.  (a) Each Underwriter, on behalf of\nitself and each of its affiliates that participates in the initial distribution\nof the Debt Securities, severally represents to and agrees with the Company\nthat:\n\n          (i)     (a) it has not offered or sold and will not offer or sell any\n          of the Debt Securities to persons in the United Kingdom (the \"U.K.\")\n          except to persons whose ordinary activities involve them in acquiring,\n          holding, managing or disposing of investments (as principal or agent)\n          for the purposes of their businesses or otherwise in circumstances\n          which have not resulted and will not result in an offer to the public\n          in the U.K. within the meaning of the Public Offers of Securities\n          Regulation 1995; (b) it has complied and will comply with all\n          applicable provisions of the Financial Services Act 1986 with respect\n          to anything done by it in relation to the Debt Securities in, from or\n          otherwise involving the U.K.; and (c) it has only issued or passed on,\n          and will only issue or pass on, in the U.K. any document received by\n          it in connection with the issue of the Debt Securities to a person who\n          is of a kind described in Article 11(3) of the Financial Services Act\n          1986 (Investment Advertisement) (Exemptions) Order 1995 or is a person\n          to whom the document may otherwise lawfully be issued or passed on.\n\n          (ii)    it will not offer or sell any Debt Securities directly or\n          indirectly in Japan or to or for the benefit of any Japanese person or\n          to others, for re-offering or re-sale directly or indirectly in Japan\n          or to any Japanese person except under circumstances which will result\n          in compliance with all applicable laws, regulations and guidelines\n          promulgated by the relevant governmental and regulatory authorities in\n          effect at the relevant time.  For purposes of this subparagraph (ii),\n          \n\n                                       16\n\n\n\n          \"Japanese person\" shall mean any person resident in Japan, including\n          any corporation or other entity organized under the laws of Japan.\n\n          (iii)   it has not distributed and will not distribute the preliminary\n          prospectus or the Prospectus in Hong Kong other than to persons whose\n          business involves the acquisition, disposal or holding of securities,\n          whether as principal or as agent, unless such Underwriter is a person\n          permitted to do so under the securities laws of Hong Kong.\n\n     (b)  In addition to the provisions of subparagraph (a)(i), (ii) and (iii)\n     of this Section 13, each Underwriter severally represents to and agrees\n     with the Company that it has not offered, sold or delivered and that it\n     will not offer, sell or deliver, directly or indirectly, any of the Debt\n     Securities or distribute the Prospectus, any preliminary prospectus or any\n     other material relating to the Debt Securities, in or from any jurisdiction\n     except under circumstances that will, to the best of its knowledge and\n     belief, result in compliance with the applicable laws and regulations\n     thereof and which will not impose any obligations on the Company except as\n     contained in this Agreement.\n\n     (c)  Without prejudice to the other provisions of this Section 13 and\n     except for registration under the 1933 Act and compliance with the 1933 Act\n     Regulations and the qualification of the Debt Securities for offer and sale\n     under the applicable securities laws of such jurisdictions within the\n     United States as the Representatives may designate pursuant to Section\n     6(g), the Company shall not have any responsibility for, and each\n     Underwriter severally agrees with the Company that each such Underwriter\n     and its respective affiliates will obtain, any consent, approval or\n     authorization required by them for the subscription, offer, sale or\n     delivery by them of any of the Debt Securities under the laws and\n     regulations in force in any jurisdiction to which they are subject or in or\n     from which they make such subscription, offer, sale or delivery of any of\n     the Debt Securities.\n\n     14.  NOTICES.  All notices and other communications hereunder shall be in\nwriting and shall be deemed to have been duly given if mailed or transmitted by\nany standard form of telecommunication.\n\n     15.  PARTIES.  This Agreement shall inure to the benefit of and be binding\nupon the Company and the Underwriters and their respective successors.  Nothing\nexpressed or mentioned in this Agreement is intended or shall be construed to\ngive any person, firm or corporation, other than the Underwriters and the\nCompany and their respective successors and the controlling persons and officers\nand directors referred to in Sections 7 and 8 and their heirs and legal\nrepresentatives, any legal or equitable right, remedy or claim under or in\nrespect of this Agreement or any provision herein contained.  This Agreement and\nall conditions and provisions hereof are intended to be for the sole and\nexclusive benefit of the parties hereto and their respective successors, and\nsaid controlling persons and officers and directors and their heirs and legal\nrepresentatives, and for the benefit of no other person, firm or corporation. \nNo purchaser of Debt Securities from any Underwriter shall be deemed to be a\nsuccessor by reason merely of such purchase.\n\n     16.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.  All\nrepresentations, warranties and agreements contained in this Agreement or in\ncertificates of officers of the Company submitted pursuant hereto shall remain\noperative and in full force and effect, regardless of any investigation made by\nor on behalf of any Underwriter or controlling \n\n\n                                       17\n\n\n\nperson, or by or on behalf of the Company, and shall survive delivery of and\npayment for the Debt Securities. \n\n     17.  MISCELLANEOUS.  The Underwriting Agreement may be signed in any number\nof counterparts, each of which shall be an original, with the same effect as if\nthe signatures thereto were upon the same instrument.  \n\n     18.  CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE\nSTATE OF NEW YORK WITH RESPECT TO CONTRACTS MADE IN AND TO BE PERFORMED WHOLLY\nWITHIN THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES\nTHEREOF.\n\n     19.  HEADINGS.  The headings of the sections of this Agreement have been\ninserted for convenience of reference only and shall not be deemed a part of\nthis Agreement.\n\n\n                                       18\n \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6550,6852,6855,7104,7331,7660,9137],"corporate_contracts_industries":[9532,9415,9418],"corporate_contracts_types":[9629,9634],"class_list":["post-43974","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-abn-amro-holding-nv","corporate_contracts_companies-bankers-trust-corp","corporate_contracts_companies-barclays-plc","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-disney-walt-co","corporate_contracts_companies-goldman-sachs-group-inc","corporate_contracts_companies-ubs-ag","corporate_contracts_industries-travel__services","corporate_contracts_industries-financial__banks","corporate_contracts_industries-financial__securities","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43974","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43974"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43974"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43974"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43974"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}