\n| \n February 22, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Goldman, Sachs & Co., Citigroup Global Markets Inc.<\/p>\n As representatives (the “Representatives<\/u>“) of the several Underwriters
\nnamed in Schedule I hereto,<\/p>\n\n\n\n| \n Goldman, Sachs & Co.,
\n200 West Street,
\nNew York, New York 10282<\/p>\n Citigroup Global Markets Inc.,
\n388 Greenwich Street,
\nNew York, New York 10013<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1. Introductory<\/em>. Unisys Corporation, a Delaware corporation (the
\n“Company<\/u>“), proposes, subject to the terms and conditions stated herein,
\nto issue and sell to the Underwriters named in Schedule I hereto (the
\n“Underwriters<\/u>“) an aggregate of 2,250,000 shares of the Company153s 6.25%
\nmandatory convertible preferred stock, par value $1.00 per share, registered
\nunder the registration statement referred to in Section 2(a) (the
\n“Registered Securities<\/u>“) and, at the election of the Underwriters, up to
\n337,500 additional shares of the Company153s 6.25% mandatory convertible preferred
\nstock, par value $1.00 per share (the “Option Securities<\/u>“).<\/p>\nThe Registered Securities and the Option Securities are hereinafter referred
\nto collectively as the “Securities<\/u>.” The offering of the Securities is
\nreferred to herein as the “Offering<\/u>.”<\/p>\n 2. Representations and Warranties of the Company<\/em>. The Company
\nrepresents and warrants to, and agrees with, each Underwriter that:<\/p>\n(a) A registration statement on Form S-3 (the “Initial Registration<\/u>\n<\/p>\n Statement<\/u>“), including a form of base prospectus, for the registration
\nof the Registered Securities under the Securities Act of 1933, as amended (the
\n“Act<\/u>“), and the offering thereof from time to time in accordance with
\nRule 415 of the rules and regulations promulgated under the Act (the “Rules
\nand Regulations<\/u>“), has been prepared by the Company and filed with, and has
\nbeen declared effective by, the Securities and Exchange Commission (the
\n“Commission<\/u>“). The Initial Registration Statement, as amended and
\nsupplemented, including all information, if any, deemed to be a part thereof at
\nthe time of effectiveness pursuant to Rule 430A, 430B or 430C of the<\/p>\n 1<\/p>\n
\nRules and Regulations, is referred to herein as the “Registration
\nStatement<\/u>.” No stop order suspending the effectiveness of the Registration
\nStatement has been issued and no proceeding for that purpose or pursuant to
\nSection 8A of the Act against the Company or related to the offering and sale of
\nthe Securities has been initiated or, to the Company153s knowledge, threatened by
\nthe Commission. The Company will file the Prospectus (as defined below) with the
\nCommission pursuant to Rule 424(b) of the Rules and Regulations. The base
\nprospectus contained in the Initial Registration Statement, at the time such
\nregistration statement was declared effective, as supplemented by the final
\nprospectus supplement relating to the Offering, in the form in which it is to be
\nfiled with the Commission pursuant to Rule 424(b) of the Rules and Regulations,
\nis hereinafter referred to as the “Prospectus<\/u>,” 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
\nSecurities which differs from the Prospectus (whether or not such revised
\nprospectus or prospectus supplement is required to be filed by the Company
\npursuant to Rule 424(b) of the Rules and Regulations), the term
\n“Prospectus<\/u>” shall refer to such revised prospectus or prospectus
\nsupplement, as the case may be, from and after the time it is first provided to
\nthe Underwriters for such use. Any preliminary prospectus supplement (and the
\nrelated base prospectus) relating to the Offering filed with the Commission
\npursuant to Rule 424 of the Rules and Regulations is hereafter referred to as
\nthe “Preliminary Prospectus<\/u>.” Any “issuer free writing prospectus” (as
\ndefined in Rule 433 under the Act) relating to the Securities is hereafter
\nreferred to as an “Issuer Free Writing Prospectus<\/u>;” and the Pricing
\nProspectus (as defined below), as supplemented by the Issuer Free Writing
\nProspectuses, if any, attached and listed in Schedule II(A), taken together, are
\nhereafter referred to collectively as the “Pricing Disclosure<\/u>
\nPackage<\/u>.” Any reference herein to the Registration Statement, any
\nPreliminary Prospectus, the Prospectus or the Pricing Disclosure Package shall
\nbe deemed to refer to and include the documents incorporated or deemed to be
\nincorporated by reference therein pursuant to Item 12 of Form S-3, which were
\nfiled under the Securities Exchange Act of 1934, as amended (the “Exchange
\nAct<\/u>“), on or before the effective date of such Registration Statement, the
\ndate of such Preliminary Prospectus or Prospectus or the Applicable Time, as
\napplicable; and any reference herein to the terms “amend,” “amendment” or
\n“supplement” with respect to the Registration Statement, the Prospectus, any
\nPreliminary Prospectus or the Pricing Disclosure Package shall be deemed to
\nrefer to and include (i) the filing of any document under the Exchange Act after
\nthe effective date of such Registration Statement, the date of such Preliminary
\nProspectus or Prospectus or after the Applicable Time, as the case may be, that
\nis incorporated therein by reference and (ii) any such document so filed. As
\nused herein, the “Applicable Time<\/u>” is 7:00 a.m. (Eastern Time) on the
\nbusiness day next succeeding the date of this Agreement and “Pricing<\/u>
\nProspectus<\/u>” means the most recent Preliminary Prospectus, as amended or
\nsupplemented immediately prior to the Applicable Time.<\/p>\n (b) The Preliminary Prospectus, at the time of filing thereof, conformed in
\nall material respects to the requirements of the Act and the Rules and
\nRegulations, and did not contain an untrue statement of a material fact or omit
\nto state a material fact required to be stated therein or necessary to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading; the Pricing Disclosure Package, as of the Applicable Time,
\ndid not include an untrue statement of a material fact or omit to state a
\nmaterial fact necessary in order to make the statements therein, in the light of
\nthe circumstances under which they were made, not misleading; and each Issuer
\nFree Writing Prospectus listed on Schedule II hereto does not conflict with the
\ninformation contained in the Registration Statement, the Pricing Prospectus<\/p>\n 2<\/p>\n
\nor the Prospectus, and each such Issuer Free Writing Prospectus, when taken
\ntogether with the Pricing Disclosure Package as of the Applicable Time, did not
\ninclude an untrue statement of a material fact or omit to state a material fact
\nnecessary in order to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading; provided,
\nhowever<\/em>, that in each case the foregoing representation and warranty does
\nnot apply to statements in or omissions from any of such documents based upon
\nwritten information furnished to the Company by or on behalf of any Underwriter
\nthrough the Representatives specifically for use therein.<\/p>\n(c) 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 Rules
\nand Regulations; and the Registration Statement does not and will not, as of the
\napplicable effective date as to each part of the Registration Statement and as
\nof the Closing Date (as defined in Section 4 of this Agreement), contain an
\nuntrue statement of a material fact or omit to state a material fact required to
\nbe stated therein or necessary to make the statements therein not misleading;
\nand the Prospectus will not, as of its date, the date of any amendment or
\nsupplement thereto and as of the Closing Date, 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, in the light of the circumstances
\nunder which they were made, not misleading; provided, however<\/em>, that in
\neach case the foregoing representation and warranty does not apply to statements
\nin or omissions from any of such documents based upon written information
\nfurnished to the Company by or on behalf of any Underwriter through the
\nRepresentatives specifically for use therein.<\/p>\n(d) The documents incorporated by reference in the Pricing Prospectus and the
\nProspectus, when they were filed with the Commission, conformed in all material
\nrespects to the requirements of the Exchange Act and the rules and regulations
\nof the Commission thereunder, and none of such documents 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, in the light of the
\ncircumstances under which they were made, not misleading; any further documents
\nso filed and incorporated by reference in the Prospectus or any further
\namendment or supplement thereto, when such documents become effective or are
\nfiled with the Commission, as the case may be, will conform in all material
\nrespects to the requirements of the Act or the Exchange Act, as applicable, and
\nthe rules and regulations of the Commission thereunder and will not contain an
\nuntrue statement of a material fact or omit to state a material fact required to
\nbe stated therein or necessary to make the statements therein, in light of the
\ncircumstances under which they were made, not misleading.<\/p>\n (e) The Company has complied in all material respects with the requirements
\nof Rule 433 under the Act with respect to each Issuer Free Writing Prospectus
\nincluding, without limitation, all prospectus delivery, filing, record retention
\nand legending requirements applicable to any such Issuer Free Writing
\nProspectus. The Company has not (i) distributed any “written communication” (as
\ndefined in Rule 405 under the Act) in connection with the Offering or (ii)
\nfiled, referred to, approved, used or authorized the use of any “free writing
\nprospectus” as defined in Rule 405 under the Act with respect to the offering of
\nSecurities, except in each case for the Pricing Prospectus, the Prospectus, and
\nany Issuer Free Writing Prospectus set forth on Schedule II hereto, any document
\nnot constituting a prospectus pursuant to Section 2(a)(10)(a) of<\/p>\n 3<\/p>\n
\nthe Act or Rule 134 under the Act or any other “written communication” (as
\ndefined in Rule 405 under the Act) approved in writing in advance by the
\nRepresentative.<\/p>\n (f) The Company was not an “ineligible issuer” (as defined in Rule 405 under
\nthe Act ) as of the eligibility determination date for purposes of Rules 164 and
\n433 under the Act with respect to the offering of the Securities.<\/p>\n (g) Subsequent to the respective dates as of which information is given in
\nthe Pricing Prospectus, except as disclosed in the Pricing Disclosure Package,
\n(i) there has not been any material change in the capital stock or long-term
\ndebt of the Company or its subsidiaries, (ii) the Company and its subsidiaries
\ntaken as a whole have not sustained any material loss or material interference
\nwith their business or properties from fire, explosion, flood, hurricane,
\naccident or other calamity, whether or not covered by insurance, or from any
\nlabor dispute or any legal or governmental proceeding, and (iii) there has not
\nbeen any material adverse change, or any development that would reasonably be
\nexpected to result in a material adverse change, whether or not arising from
\ntransactions in the ordinary course of business, in or affecting the business,
\nfinancial condition, results of operations or stockholder153s equity of the
\nCompany and its subsidiaries, taken as a whole. Since the date of the latest
\nbalance sheet included in the Registration Statement and the Pricing Prospectus,
\nneither the Company nor any of its subsidiaries has incurred or undertaken any
\nliabilities or obligations, whether direct or indirect, liquidated or
\ncontingent, matured or unmatured, or entered into any transactions, including
\nany acquisition or disposition of any business or asset, which are material to
\nthe Company and its subsidiaries, taken as a whole, except for liabilities,
\nobligations and transactions which are disclosed in the Pricing Disclosure
\nPackage.<\/p>\n (h) The Company has the authorized capitalization set forth in the Pricing
\nDisclosure Package. All of the issued and outstanding shares of capital stock of
\nthe Company are fully paid and non-assessable and have been duly and validly
\nauthorized and issued. All of the issued shares of capital stock of or other
\nownership interests in each subsidiary have been duly and validly authorized and
\nissued and are fully paid and non-assessable. All of the issued shares of
\ncapital stock or other ownership interests (in the case of the Company153s
\nwholly-owned subsidiaries) or all of such capital stock or other ownership
\ninterests that the Company owns (in the case of less than wholly-owned
\nsubsidiaries) are owned directly or indirectly by the Company, in each case free
\nand clear of any lien, charge, mortgage, pledge, security interest, claim,
\nequity, trust or other encumbrance, preferential arrangement, defect or
\nrestriction of any kind whatsoever, other than (i) pursuant to the Company153s
\nJunior Lien Pledge and Security Agreement, dated July 31, 2009, relating to the
\nCompany153s 14 188% Senior Secured Notes due 2015 and the Company153s Priority Lien
\nPledge and Security Agreement, dated July 31, 2009, relating to the Company153s 12
\n 190% Senior Secured Notes due 2014, (ii) as disclosed in the Pricing Disclosure
\nPackage or (iii) as would not reasonably be expected to have, individually or in
\nthe aggregate, a Material Adverse Effect (as defined below).<\/p>\n (i) The Company and each of its subsidiaries has been duly formed and validly
\nexists as a corporation, company, partnership, limited liability company or
\nother entity in good standing under the laws of its jurisdiction of
\norganization, except as disclosed in the Pricing Disclosure Package and, in the
\ncase of the Company153s subsidiaries, as would not reasonably be expected to have,
\nindividually or in the aggregate, a Material Adverse Effect. The Company and\n<\/p>\n 4<\/p>\n
\neach of its subsidiaries are duly qualified or registered to do business and
\nis in good standing as a foreign corporation, partnership or limited liability
\ncompany or other entity in each jurisdiction in which the character or location
\nof its properties (owned, leased or licensed) or the nature or conduct of its
\nbusiness makes such qualification necessary, except for those failures to be so
\nqualified or registered or in good standing which (individually or in the
\naggregate) would not reasonably be expected to have a material adverse effect on
\n(i) the business, financial condition, results of operations or stockholder153s
\nequity of the Company and its subsidiaries, taken as a whole; or (ii) the
\nability of the Company to consummate the transactions contemplated by this
\nAgreement (a “Material Adverse Effect<\/u>“).<\/p>\n (j) The Company has full corporate right, power and authority to execute and
\ndeliver this Agreement, to perform its obligations hereunder and to consummate
\nthe transactions contemplated hereby.<\/p>\n (k) The Securities have been duly and validly authorized and, when issued and
\ndelivered and paid for as provided herein, will be fully paid and
\nnon-assessable. The shares of common stock issuable upon conversion of the
\nSecurities have been duly and validly authorized; the shares of common stock
\nissuable upon conversion of the Securities at the “minimum conversion rate” (as
\nsuch term is used in the Prospectus) as of the Closing Date have been duly
\nreserved for issuance upon conversion of the Securities; and such additional
\nshares as shall be issuable at the minimum conversion rate as in effect from
\ntime to time will be duly reserved for issuance upon conversion of the
\nSecurities; and when issued and delivered upon the conversion of the Securities,
\nall shares of common stock so issued and delivered will be duly and validly
\nissued, fully paid and non-assessable. The shares of common stock and preferred
\nstock referred to herein conform to the descriptions thereof in the Pricing
\nDisclosure Package.<\/p>\n (l) No further approval or authority of the stockholders or the Board of
\nDirectors of the Company will be required for the issuance and sale of the
\nSecurities as contemplated herein or the issuance of the shares of common stock
\nissuable upon conversion of the Securities at the “minimum conversion rate” (as
\nsuch term is used in the Prospectus) as of the Closing Date. The execution,
\ndelivery and performance of this Agreement and compliance by the Company with
\nall of the provisions hereof, and the consummation of the transactions
\ncontemplated hereby, will not (i) require any consent, approval, authorization
\nor other order of any court, regulatory body, administrative agency or other
\ngovernmental body (except as such may be required under the securities or Blue
\nSky laws of the various states or jurisdictions outside the United States), (ii)
\nbe in contravention of any law, rule or regulation applicable to it or of any
\norder applicable to it of any court or of any governmental body or
\ninstrumentality having jurisdiction over it or its properties, (iii) violate any
\nof the provisions of the certificate of incorporation or bylaws of the Company
\nor (iv) conflict with or constitute a breach of any of the terms or provisions
\nof, or a default under, any agreement to which the Company is a party or by
\nwhich it is bound, except in the case of each of clauses (i), (ii) and (iv), for
\nconsents, approvals, authorizations, other orders, contraventions, violations,
\nconflicts, breaches or defaults which would not reasonably be expected to have,
\nindividually or in the aggregate, a Material Adverse Effect.<\/p>\n (m) The financial statements, including the notes thereto, and any supporting
\nschedules included in the Pricing Prospectus present fairly, in all material
\nrespects, the financial<\/p>\n 5<\/p>\n
\nposition as of the dates indicated and the cash flows and results of
\noperations for the periods specified of the Company and its consolidated
\nsubsidiaries; except as may be otherwise stated in the Pricing Prospectus, said
\nfinancial statements have been prepared in conformity with United States
\ngenerally accepted accounting principles applied on a consistent basis
\nthroughout the periods involved; and any supporting schedules included in the
\nPricing Prospectus present fairly, in all material respects, the information
\nrequired to be stated therein. Other than as included in the Pricing Prospectus,
\nno other financial statements or supporting schedules are required to be
\nincluded in the Registration Statement, the Pricing Prospectus or the Prospectus
\nby the Act or the Rules and Regulations. The other financial information
\nincluded in the Pricing Prospectus presents fairly in all material respects the
\ninformation presented therein and has been derived from the books and records of
\nthe respective entities presented therein.<\/p>\n (n) The Company is not, and, after giving effect to application of the net
\nproceeds of the Offering as described in the Pricing Disclosure Package, will
\nnot be, required to register as an “investment company” under the Investment
\nCompany Act of 1940, as amended, and is not and will not be an entity
\n“controlled” by an “investment company” within the meaning of such act.<\/p>\n (o) Neither the Company nor any of its subsidiaries nor, to the knowledge of
\nthe Company, any director, officer, employee or affiliate of the Company or any
\nof its subsidiaries is currently subject to any U.S. sanctions administered by
\nthe Office of Foreign Assets Control of the U.S. Treasury Department
\n(“OFAC<\/u>“); and the Company will not directly or indirectly use the
\nproceeds of the offering, or lend, contribute or otherwise make available such
\nproceeds to any subsidiary, joint venture partner or other person or entity, for
\nthe purpose of financing the activities of any person currently subject to any
\nU.S. sanctions administered by OFAC or for the purpose of financing any activity
\nthat is prohibited as to U.S. persons under<\/p>\n\n\n\n| \n U.<\/p>\n<\/td>\n | \n S. sanctions administered by OFAC.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (p) To the Company153s knowledge, the activities of each of the Company, its\n<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n subsidiaries, and each of its and their respective officers, directors or
\nemployees, in their capacities as such, have not violated, and the Company153s
\nparticipation in the offering will not violate, (i) the Foreign Corrupt
\nPractices Act of 1977 (the “FCPA<\/u>“), (ii) anti-bribery laws, including any
\nlaw, rule, or regulation promulgated to implement the OECD Convention on
\nCombating Bribery of Foreign Public Officials in International Business
\nTransactions, signed December 17, 1997 (excluding the FCPA) and (iii) anti-money
\nlaundering laws, including applicable federal, state, international, foreign or
\nother laws or regulations regarding anti-money laundering, including Title 18
\nU.S. Code section 1956 and 1957, the Patriot Act and the Bank Secrecy Act,
\nexcept in the case of each of clauses (ii) and (iii), for any violation which,
\nsingularly or in the aggregate with all other such violations, would not
\nreasonably be expected to have a Material Adverse Effect.<\/p>\n (q) Except as described in the Pricing Disclosure Package, there is no legal
\nor governmental proceeding, including routine litigation, pending or, to the
\nCompany153s knowledge, threatened, to which the Company or any of its subsidiaries
\nis a party or of which any property of the Company or any of its subsidiaries is
\nthe subject which, singularly or in the aggregate, would reasonably be expected
\nto have a Material Adverse Effect.<\/p>\n 6<\/p>\n
\n(r) Except as described in the Pricing Disclosure Package, there has been no
\nstorage, generation, transportation, handling, treatment, disposal, discharge,
\nemission, or other release of any kind of toxic or other wastes or other
\nhazardous substances by, due to or caused by the Company (or, to the Company153s
\nknowledge, any other entity for whose acts or omissions the Company is liable)
\nupon any other property now or previously owned or leased by the Company or any
\nof its subsidiaries, or upon any other property, in violation of any statute or
\nany ordinance, rule (including rule of common law), regulation, order, judgment,
\ndecree or permit or which would, under any statute or any ordinance, rule
\n(including rule of common law), regulation, order, judgment, decree or permit,
\ngive rise to any liability, except for any violation or liability which would
\nnot reasonably be expected to have, singularly or in the aggregate with all such
\nviolations and liabilities, a Material Adverse Effect; except as described in
\nthe Pricing Disclosure Package, there has been no disposal, discharge, emission
\nor other release of any kind onto such property or into the environment
\nsurrounding such property of any toxic or other wastes or other hazardous
\nsubstances with respect to which the Company or any of its subsidiaries has
\nknowledge, except for any such disposal, discharge, emission or other release of
\nany kind, which would not reasonably be expected to have, singularly or in the
\naggregate with all such discharges and other releases, a Material Adverse
\nEffect. The Company has not agreed to assume, undertake or provide
\nindemnification for any liability of any other person under any environmental
\nlaw, including any obligation for cleanup or remedial action, except as would
\nnot reasonably be expected to have a Material Adverse Effect or as disclosed in
\nthe Pricing Disclosure Package.<\/p>\n (s) Except as described in the Pricing Disclosure Package, the Company and
\nits subsidiaries own or possess adequate rights to use all patents, patent
\napplications, trademarks, service marks, trade names, trademark registrations,
\nservice mark registrations, copyrights, licenses, formulae, customer lists, and
\nknow-how and other intellectual property (including trade secrets and other
\nunpatented and\/or unpatentable proprietary or confidential information, systems
\nor procedures) (the “Intellectual Property<\/u>“) necessary for the conduct of
\ntheir respective businesses as being conducted and as described in the Pricing
\nDisclosure Package, other than any Intellectual Property the absence of which
\nwould not reasonably be expected to have a Material Adverse Effect, and have no
\nreason to believe that the conduct of their respective businesses will conflict
\nwith, and have not received any notice of any claim of conflict with, any such
\nright of others, which claim would reasonably be expected to result in a
\nMaterial Adverse Effect. Except as described in the Pricing Disclosure Package
\nor as would not reasonably be expected to have a Material Adverse Effect, (i) to
\nthe Company153s knowledge, there is no infringement by third parties of any of the
\nCompany153s Intellectual Property; (ii) there is no pending or, to the Company153s
\nknowledge, threatened action, suit, proceeding or claim by others challenging
\nthe Company153s or its subsidiaries153 rights in or to any of its Intellectual
\nProperty, and the Company is unaware of any facts which would form the basis for
\nany such claim.<\/p>\n (t) The Company and its subsidiaries have all necessary consents,
\nauthorizations, approvals, clearances, orders, certificates and permits of and
\nfrom, and have made all required declarations and filings with, all federal,
\nstate, local and other governmental authorities, all self-regulatory
\norganizations and all courts and other tribunals to own, lease, license and use
\ntheir respective properties and assets, as applicable, and to conduct their
\nrespective businesses in the manner described in the Pricing Disclosure Package;
\nexcept such consents, authorizations, approvals, clearances, orders,
\ncertificates, permits, declarations and<\/p>\n 7<\/p>\n
\nfilings the failure of which to have would not, individually or in the
\naggregate, reasonably be expected to have a Material Adverse Effect.<\/p>\n (u) Except as described in the Pricing Disclosure Package, the Company and
\nits subsidiaries maintain a system of internal accounting controls sufficient to
\nprovide reasonable assurance that: (i) transactions are executed in accordance
\nwith management153s general or specific authorizations; (ii) transactions are
\nrecorded as necessary to permit preparation of financial statements in
\nconformity with generally accepted accounting principles and to maintain
\naccountability for assets; (iii) access to assets is permitted only in
\naccordance with management153s general or specific authorization; and (iv) the
\nrecorded accountability for assets is compared with the existing assets at
\nreasonable intervals and appropriate action is taken with respect to any
\ndifferences. The Company has established and maintains disclosure controls and
\nprocedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
\nExchange Act); such disclosure controls and procedures are designed to ensure
\nthat information required to be disclosed by the Company in reports that it
\nfiles or submits under the Exchange Act is recorded, processed, summarized and
\nreported within the time periods specified in the Commission153s rules and forms,
\nincluding controls and procedures designed to ensure that such information is
\naccumulated and communicated to the Company153s management as appropriate to allow
\ntimely decisions regarding required disclosure; and such disclosure controls and
\nprocedures are effective to perform the functions for which they were
\nestablished; any significant material weaknesses in internal accounting controls
\nhave been identified for the Company153s Chief Executive Officer and its Chief
\nFinancial Officer; and since the date of the most recent evaluation of such
\ninternal accounting controls, there have been no significant changes in internal
\naccounting controls or in other factors that could significantly affect internal
\naccounting controls; except in each case as described in the Pricing Disclosure
\nPackage.<\/p>\n (v) Except as described in the Pricing Disclosure Package, the Company and
\nits subsidiaries have accurately prepared and timely filed all federal, state
\nand other tax returns that are required to be filed by them and have paid or
\nmade provision for the payment of all taxes, assessments, governmental or other
\nsimilar charges, including without limitation, all sales and use taxes and all
\ntaxes which they are obligated to withhold from amounts owing to their
\nrespective employees, creditors and third parties, with respect to the periods
\ncovered by such tax returns (whether or not such amounts are shown as due on any
\ntax return), except any amounts the Company is contesting in good faith or where
\nthe failure to so file or pay would not reasonably be expected to have a
\nMaterial Adverse Effect. Except as described in the Pricing Disclosure Package,
\nno deficiency assessment with respect to a proposed adjustment of the Company153s
\nor any of the subsidiaries153 federal, state, or other taxes is pending or, to the
\nCompany153s knowledge, threatened, which would reasonably be expected to have a
\nMaterial Adverse Effect. Except as described in the Pricing Disclosure Package,
\nthere is no material tax lien, whether imposed by any federal, state, or other
\ntaxing authority, outstanding against the assets, properties or business of the
\nCompany or any of its subsidiaries, which would reasonably be expected to have a
\nMaterial Adverse Effect.<\/p>\n (w) Except as described in the Pricing Disclosure Package, the Company and
\nits subsidiaries own or lease all such properties as are necessary to the
\nconduct of their respective businesses as presently operated as described in the
\nPricing Disclosure Package, except for such failures to own or lease such
\nproperties which would not reasonably be expected to have a<\/p>\n 8<\/p>\n
\nMaterial Adverse Effect; and the Company and its subsidiaries have good and
\nmarketable title to or valid leasehold interests in all of their respective
\nproperties, in each case free and clear of any and all liens, other than (i)
\npursuant to the Company153s Junior Lien Pledge and Security Agreement, dated July
\n31, 2009, relating to the Company153s 14 188% Senior Secured Notes due 2015 and the
\nCompany153s Priority Lien Pledge and Security Agreement, dated July 31, 2009,
\nrelating to the Company153s 12 190% Senior Secured Notes due 2014, (ii) as described
\nin the Pricing Disclosure Package or (iii) as would not reasonably be expected
\nto have, individually or in the aggregate, a Material Adverse Effect.<\/p>\n (x) Except as described in the Pricing Disclosure Package, the Company and
\nits subsidiaries maintain insurance in such amounts and covering such risks as
\nthe Company reasonably considers adequate for the conduct of their respective
\nbusinesses and the value of their respective properties, all of which insurance
\nis in full force and effect, except where the failure to maintain such insurance
\nwould not reasonably be expected to have a Material Adverse Effect. Except as
\ndescribed in the Pricing Disclosure Package, there are no material claims by the
\nCompany or any subsidiary under any such policy or instrument as to which any
\ninsurance company is denying liability or defending under a reservation of
\nrights clause, except for such claims the denial of which would not reasonably
\nbe expected to have a Material Adverse Effect.<\/p>\n (y) Except in each case as described in the Pricing Disclosure Package or as
\nwould not (individually or in the aggregate) reasonably be expected to have a
\nMaterial Adverse Effect, no “prohibited transaction” (as defined in either
\nSection 406 of the Employee Retirement Income Security Act of 1974, as amended
\n(“ERISA”), including the regulations and published interpretations thereunder or
\nSection 4975 of the Internal Revenue Code of 1986, as amended from time to time
\n(the “Code”)), “failure to meet minimum funding standards” (under Section 302 of
\nERISA) or other event of the kind described in Section 4043(b) of ERISA (other
\nthan events with respect to which the 30-day notice requirement under Section
\n4043 of ERISA has been waived) has occurred with respect to any “employee
\nbenefit plan” (as defined in Section 3(3) of ERISA) for which the Company or any
\nof its subsidiaries would have any liability; each such employee benefit plan
\nfor which the Company or any of its subsidiaries would have any liability is in
\ncompliance in all material respects with applicable law, including (without
\nlimitation) ERISA and the Code; and the Company has not incurred and does not
\nreasonably expect to incur liability under Title IV of ERISA with respect to the
\ntermination of, or withdrawal from any “pension plan” (as defined in Section
\n3(2)(A) of ERISA).<\/p>\n (z) Neither the Company nor any of its affiliates (within the meaning of Rule
\n144 under the Act) has taken, directly or indirectly, any action which
\nconstitutes or is designed to cause or result in, or which could reasonably be
\nexpected to constitute, cause or result in, the unlawful stabilization or
\nmanipulation of the price of any security to facilitate the sale or resale of
\nthe Securities.<\/p>\n (aa) KPMG LLP, which has certified certain financial statements and
\nsupporting schedules and information of the Company and its subsidiaries that
\nare included in the Registration Statement, the Pricing Prospectus and the
\nProspectus and whose report appears in the Registration Statement, the Pricing
\nProspectus and the Prospectus is an independent registered public accounting
\nfirm with respect to the Company as required by the Act, the Exchange Act and
\nthe Rules and Regulations.<\/p>\n 9<\/p>\n
\n(bb) The Company is in compliance in all material respects with all presently
\napplicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and
\nregulations promulgated thereunder (the “Sarbanes-Oxley Act<\/u>“).<\/p>\n 3. Purchase and Offering of Securities. <\/em>Subject to the terms and
\nconditions herein set forth, (a) the Company agrees to issue and sell to each of
\nthe Underwriters, and each of the Underwriters agrees, severally and not
\njointly, to purchase from the Company, at a purchase price per share of $97.00,
\nthe number of Registered Securities set forth opposite the name of such
\nUnderwriter in Schedule I hereto and (b) in the event and to the extent that the
\nUnderwriters shall exercise the election to purchase Option Securities as
\nprovided below, the Company agrees to issue and sell to each of the
\nUnderwriters, and each of the Underwriters agrees, severally and not jointly, to
\npurchase from the Company, at the purchase price per share set forth in clause
\n(a) of this Section 3, that portion of the number of Option Securities as to
\nwhich such election shall have been exercised (to be adjusted by you so as to
\neliminate fractional shares) determined by multiplying such number of Option
\nSecurities by a fraction, the numerator of which is the maximum number of Option
\nSecurities which such Underwriter is entitled to purchase as set forth opposite
\nthe name of such Underwriter in Schedule I hereto and the denominator of which
\nis the maximum number of Option Securities that all of the Underwriters are
\nentitled to purchase hereunder.<\/p>\nThe Company hereby grants to the Underwriters the right to purchase at their
\nelection up to 337,500 Option Securities, at the purchase price per share set
\nforth in the paragraph above, for the sole purpose of covering sales of shares
\nin excess of the number of Registered Securities. Any such election to purchase
\nOption Securities may be exercised, on one or more occasions, only by written
\nnotice from you to the Company, given within a period of 13 calendar days after
\nthe date of this Agreement, setting forth the aggregate number of Option
\nSecurities to be purchased and the date on which such Option Securities are to
\nbe delivered, as determined by you but in no event earlier than the First
\nClosing Date (as defined in Section 4 hereof) or, unless you and the Company
\notherwise agree in writing, earlier than two or later than ten business days
\nafter the date of such notice.<\/p>\n 4. Delivery.<\/em> The Securities to be purchased by each Underwriter
\nhereunder, in definitive form, and in such authorized denominations and
\nregistered in such names as Goldman, Sachs & Co. may request upon at least
\nforty-eight hours153 prior notice to the Company shall be delivered by or on
\nbehalf of the Company to Goldman, Sachs & Co., through the facilities of The
\nDepository Trust Company (“DTC<\/u>“), for the account of such 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 Goldman, Sachs & Co. at least forty-eight hours in
\nadvance. The Company will cause the certificates representing the Securities to
\nbe made available for checking and packaging at least twenty-four hours prior to
\nthe Closing Date (as defined below) with respect thereto at the office of DTC or
\nits designated custodian (the “Designated Office<\/u>“). The time and date of
\nsuch delivery and payment shall be, with respect to the Registered Securities,
\n10:30 a.m., New York City time, on February 28, 2011 or such other time and date
\nas Goldman, Sachs & Co. and the Company may agree upon in writing, and, with
\nrespect to the Option Securities, 10:30 a.m., New York time, on the date
\nspecified by Goldman, Sachs & Co. in the written notice given by Goldman,
\nSachs & Co. in accordance with Section 3 hereof of the Underwriters153
\nelection to purchase such Option Securities, or such other time and<\/p>\n10<\/p>\n
\ndate as Goldman, Sachs & Co. and the Company may agree upon in writing.
\nSuch time and date for delivery of the Registered Securities is herein called
\nthe “First Closing Date<\/u>“, such time and date for delivery of the Option
\nSecurities, if not the First Closing Date, is herein called the “Second
\nClosing Date<\/u>“, and each such time and date for delivery is herein called a
\n“Closing Date<\/u>“.<\/p>\n The documents to be delivered at each Closing Date by or on behalf of the
\nparties hereto pursuant to Section 5 hereof, including the cross-receipt for the
\nSecurities and any additional documents requested by the Underwriters pursuant
\nto Section 5 hereof, will be delivered at the offices of Latham & Watkins
\nLLP, 885 Third Avenue, New York, New York 10022 (the “Closing
\nLocation<\/u>“), and the Securities will be delivered at the Designated Office,
\nall at such Closing Date. A meeting will be held at the Closing Location at 5:00
\np.m., New York City time, on the New York Business Day next preceding each
\nClosing Date, 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, “New York Business Day<\/u>” shall
\nmean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
\nwhich banking institutions in New York City are generally authorized or
\nobligated by law or executive order to close.<\/p>\n 5. Certain Agreements of the Company<\/em>. The Company agrees with the
\nseveral<\/p>\nUnderwriters that, in connection with the offering of Registered Securities:\n<\/p>\n (a) The Company will timely file the Prospectus with the Commission pursuant
\nto Rule 424(b); the Company will advise you promptly of any such filing pursuant
\nto Rule 424(b); the Company will advise the Representatives promptly of any
\nproposal to amend or supplement the Registration Statement or the Prospectus and
\nwill afford the Representatives a reasonable opportunity to comment on any such
\nproposed amendment or supplement; the Company will advise the Representatives
\npromptly of the filing and effectiveness of any such amendment or supplement and
\nof the institution by the Commission of any stop order proceedings in respect of
\nthe Registration Statement or of any part thereof and will use its reasonable
\nbest efforts to prevent the issuance of any such stop order and to obtain as
\nsoon as possible its lifting, if issued; the Company will advise the
\nRepresentatives of any notice of objection of the Commission to the use of the
\nRegistration Statement or any post-effective amendment thereto pursuant to Rule
\n401(g)(2) under the Act, of the suspension of the qualification of the
\nSecurities for offering or sale in any jurisdiction, of the initiation or to its
\nknowledge the 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.<\/p>\n (b) The Company will prepare a final term sheet, containing a description of
\nthe Registered Securities, in a form approved by the Representatives, and file
\nsuch term sheet pursuant to Rule 433(d) under the Act within the time period
\nprescribed by such Rule.<\/p>\n (c) The Company will file promptly all reports and any definitive proxy or
\ninformation statements required to be filed by the Company with the Commission
\npursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
\nthe date of the Prospectus<\/p>\n 11<\/p>\n
\nfor so long as the delivery of a prospectus (or in lieu thereof, the notice
\nreferred to in Rule 173(a) under the Act) is required in connection with the
\noffering or sale of the Securities.<\/p>\n (d) The Company will comply with the requirements of Rule 433 with respect to
\neach Issuer Free Writing Prospectus including, without limitation, all
\nprospectus delivery, filing, record retention and legending requirements
\napplicable to each such Issuer Free Writing Prospectus.<\/p>\n (e) If, at any time when a prospectus relating to the Securities is required
\nto be delivered under the Act (or in lieu thereof, the notice referred to in
\nRule 173(a) under the Act), any event occurs in the reasonable judgment of the
\nRepresentatives or the Company as a result of which the Registration Statement,
\nthe Pricing Disclosure Package (prior to the availability of the Prospectus) or
\nthe Prospectus as then amended or supplemented would include an untrue statement
\nof a material fact or omit to state any material fact necessary to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading, or if it is necessary at any time to amend or supplement
\nthe Registration Statement, the Pricing Disclosure Package or the Prospectus or
\nto file under the Exchange Act any document incorporated by reference in the
\nRegistration Statement, the Pricing Disclosure Package or the Prospectus in
\norder to comply with the Act or the Exchange Act the Company will promptly
\nnotify the Representatives and will prepare and file with the Commission,
\nsubject to Section 5(a) above, an amendment or supplement which will correct
\nsuch statement or omission or an amendment which will effect such compliance.\n<\/p>\n The Company will not, without the prior consent of the Representatives, (a)
\nmake any offer relating to the Securities that would constitute a “free writing
\nprospectus” as defined in Rule 405 under the Act, except for any Issuer Free
\nWriting Prospectus set forth in Schedule II hereto, or (b) file, refer to,
\napprove, use or authorize the use of any “free writing prospectus” as defined in
\nRule 405 under the Act with respect to the Offering or the Securities other than
\nas set forth in Schedule II hereto. The Company consents to the use by any
\nUnderwriter of any free writing prospectus that (a) is not an “issuer free
\nwriting prospectus” as defined in Rule 433, and (b) contains only (i)
\ninformation describing the preliminary terms of the Securities or their offering
\nand that is included in any Preliminary Prospectus, (ii) information that
\ndescribes the final terms of the Securities or their offering and that is
\nincluded in the term sheet of the Company contemplated in Section (5)(b) of this
\nAgreement or (iii) information permitted by Rule 134 under the Act.
\nNotwithstanding any of the foregoing to the contrary, except pursuant to Section
\n5(f) hereof, no Underwriter shall include any “issuer information” (as defined
\nin Rule 433) in any “free writing prospectus” (as defined in Rule 405) used or
\nreferred to by such Underwriter without the prior consent of the Company where
\nthe use or reference to such free writing prospectus would require the filing of
\nsuch “issuer information” with the Commission pursuant to Rule 433(d) due to the
\nUnderwriters153 inclusion of such “issuer information” in any “free writing
\nprospectus”.<\/p>\n (f) If at any time any event shall have occurred as a result of which any
\nIssuer Free Writing Prospectus as then amended or supplemented would, in the
\njudgment of the Representatives or the Company, conflict with the information in
\nthe Registration Statement, the Preliminary Prospectus or the Prospectus as then
\namended or supplemented, or would, in the judgment of the Representatives or the
\nCompany, include, when taken together with the Pricing<\/p>\n 12<\/p>\n
\nDisclosure Package, an untrue statement of a material fact or omit to state
\nany material fact required to be stated therein or necessary to make the
\nstatements therein, in light of the circumstances existing at the time of
\ndelivery to the purchaser, not misleading, or if to comply with the Act or the
\nRules and Regulations it shall be necessary at any time to amend or supplement
\nany Issuer Free Writing Prospectus, the Company will notify the Representatives
\npromptly and, if requested by the Representatives, prepare and furnish without
\ncharge to each Underwriter an appropriate amendment or supplement (in form and
\nsubstance reasonably satisfactory to the Representatives) that will correct such
\nstatement, omission or conflict or effect such compliance.<\/p>\n (g) As soon as practicable after the date of this Agreement, but in no event
\nlater than twelve months after the effective date of the Registration Statement
\n(as defined in Rule 158(c) under the Act), the Company will make generally
\navailable to its security holders an earning statement which will satisfy the
\nprovisions of Section 11(a) of the Act.<\/p>\n (h) If by the third anniversary (the “Renewal Deadline<\/u>“) of the
\ninitial effective date of the Registration Statement, any of the Securities
\nremain unsold by the Underwriters, the Company will file, if it has not already
\ndone so and is eligible to do so, an automatic shelf registration statement
\nrelating to the Securities, in a form reasonably satisfactory to you. If at the
\nRenewal Deadline the Company is not eligible to file an automatic shelf
\nregistration statement, the Company will, if it has not already done so, file a
\nnew shelf registration statement relating to the Securities, in a form
\nreasonably satisfactory to you and will use its reasonable best efforts to cause
\nsuch registration statement to be declared effective within 180 days after the
\nRenewal Deadline. The Company will take all other action necessary to permit the
\npublic offering and sale of the Securities to continue as contemplated in the
\nexpired registration statement relating to the Securities. References herein to
\nthe Registration Statement shall include such new automatic shelf registration
\nstatement or such new shelf registration statement, as the case may be.<\/p>\n (i) The Company will furnish to the Representatives copies of the<\/p>\n Registration Statement, including all exhibits, any Preliminary Prospectus,
\nthe Prospectus, any Issuer Free Writing Prospectus, all amendments and
\nsupplements to such documents, and all documents incorporated by reference in
\nthe Registration Statement, any Preliminary Prospectus and the Prospectus, in
\neach case as soon as available and in such quantities as are reasonably
\nrequested.<\/p>\n (j) The Company will arrange for the qualification of the Securities for sale
\nunder the laws of such jurisdictions as the Representatives reasonably designate
\nand will continue such qualifications in effect so long as required for the
\ndistribution, except that in no event shall the Company be obligated in
\nconnection therewith to qualify as a foreign corporation, to execute a general
\nconsent to service of process or to subject itself to taxation in any such
\njurisdiction if it is not otherwise so subject.<\/p>\n (k) During the period in which the Securities remain outstanding, the Company
\nwill furnish to the Representatives, upon request, a copy of its annual report
\nto stockholders for such year; and, upon request, the Company will furnish to
\nthe Representatives (i) as soon as available, a copy of each report or
\ndefinitive proxy statement of the Company filed<\/p>\n 13<\/p>\n
\nwith the Commission under the Exchange Act or mailed to stockholders and (ii)
\nsuch other information concerning the Company as the Representatives may
\nreasonably request.<\/p>\n (l) The Company will pay the costs incident to the authorization, issuance,
\nsale and delivery of the Securities to be sold by the Company to the
\nUnderwriters and any taxes payable in that connection; the costs incident to the
\npreparation, printing and filing under the Act of the Registration Statement and
\nany amendments and exhibits thereto; the costs incident to the preparation,
\nprinting and filing of any document and any amendments and exhibits thereto
\nrequired to be filed by the Company under the Exchange Act; the cost of
\ndistributing the Registration Statement to the Underwriters as originally filed
\nand each amendment thereto, each post-effective amendment thereof (including
\nexhibits), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing
\nProspectus and any amendments or supplements to or any documents incorporated by
\nreference in any of the foregoing documents as provided in this Agreement; the
\ncosts of filing with the Financial Industry Regulatory Authority, Inc., if
\nnecessary; the fees and expenses of qualifying the Securities under the
\nsecurities laws of the several jurisdictions as provided in this subsection and
\nof preparing a Blue Sky memorandum and a memorandum concerning the legality of
\nthe Securities as an investment (including reasonable fees of counsel to the
\nUnderwriters in connection therewith; provided<\/em>, that such fees of
\ncounsel in connection with such Blue Sky memorandum shall not exceed $5,000);
\nthe costs of printing and issuance of certificates; any transfer agent153s fees;
\nand all other reasonable costs and expenses incident to the performance of the
\nobligations of the Company under this Agreement, provided<\/em> that, except
\nas provided in this subsection and Section 9, the Underwriters shall pay their
\nown costs and expenses, including the fees and expenses of their counsel, any
\ntransfer taxes on the Securities which they may sell, the expenses of
\nadvertising any offering of the Securities made by the Underwriters and the cost
\nof printing any Agreement among Underwriters, provided, further<\/em>, that
\nafter nine months from the date of the this Agreement, the Underwriters shall
\npay the costs of printing any additional Registration Statements or
\nProspectuses, or any amendments or supplements thereto, required for their own
\nuse.<\/p>\n(m) During the period beginning from the date hereof and continuing to and
\nincluding the date that is 90 days after the date of the Prospectus, the Company
\nwill not, without the prior written consent of the Representatives, (i) offer,
\nsell, contract to sell, pledge, grant any option to purchase, make any short
\nsale or otherwise transfer or dispose of, directly or indirectly, or file with
\nthe Commission a registration statement under the Act relating to the Securities
\nor any securities of the Company that are substantially similar to the
\nSecurities, including but not limited to any options or warrants to purchase
\nshares of the Securities or any securities that are convertible into or
\nexchangeable for, or that represent the right to receive, the Securities or any
\nsuch substantially similar securities or to the Company153s common stock, or
\npublicly disclose the intention to make such an offer, sale, pledge, disposition
\nor filing or (ii) enter into any swap or other agreement that transfers, in
\nwhole or in part, any of the economic consequences of ownership of the
\nSecurities or the Company153s common stock or any such other securities, whether
\nany such transaction described in clause (i) or (ii) above is to be settled by
\ndelivery of Securities or such other securities, in cash or otherwise. The
\nforegoing restrictions shall not apply to transfers (i) pursuant to the
\ntransactions contemplated by this Agreement, (ii) of shares of the Company153s
\ncommon stock issuable upon conversion of the Securities, (iii) pursuant to
\nemployee benefit plans existing on the date of this Agreement, (iv) of any
\nshares of the Company153s common stock issued by the Company in connection with
\nmatching contributions<\/p>\n 14<\/p>\n
\nunder the Company153s existing 401(K) retirement savings plans, (v) in the
\nevent of the filing of a prospectus supplement in connection with the issuance
\nof common stock pursuant to the Company153s 2009 exchange offer, or (vi) upon the
\nconversion or exchange of convertible or exchangeable securities outstanding as
\nof the date of this Agreement.<\/p>\n (n) The Company shall have obtained and delivered to the Representatives on
\nor prior to the date of this Agreement executed copies of a lock-up letter
\nagreement from each member of the board of directors and each executive officer
\nof the Company, in each case substantially in the form of Schedule V hereto.\n<\/p>\n (o) To use its reasonable best efforts to list, subject to notice of
\nissuance, the Securities on the New York Stock Exchange within 30 days of the
\nFirst Closing Date.<\/p>\n (p) Upon request of any Underwriter, to furnish, or cause to be furnished, to
\nsuch Underwriter an electronic version of the Company153s trademarks, servicemarks
\nand corporate logo for use on the website, if any, operated by such Underwriter
\nfor the purpose of facilitating the on-line offering of the Securities (the
\n“License<\/u>“); provided, however<\/em>, that the License shall be used
\nsolely for the purpose described above, is granted without any fee and may not
\nbe assigned or transferred.<\/p>\n(q) The Company will apply the net proceeds from the sale of the Securities
\nas described in the Registration Statement, the Pricing Prospectus and the
\nProspectus.<\/p>\n (r) Substantially concurrently with the closing of the Offering on the First
\nClosing Date, the Company will issue a notice of redemption for its outstanding
\n12 190% Senior Secured Notes Due 2014 and 14 188% Senior Secured Notes Due 2015,
\npursuant to each of the indentures governing such notes.<\/p>\n 6. Conditions of the Obligations of the Underwriters<\/em>. The
\nobligations of the several<\/p>\nUnderwriters to purchase and pay for the Securities will be subject to the
\naccuracy of the representations and warranties by or on behalf of the Company
\nherein, to the performance by the Company of its obligations hereunder and to
\nthe following additional conditions precedent:<\/p>\n (a) At or prior to the execution of this Agreement and on the Closing Date,
\nthe Representatives shall have received a letter, dated the date of delivery
\nthereof and any later date on which Option Securities are purchased, of KPMG
\nLLP, addressed to the Underwriters and the Board of Directors of the Company,
\nwith respect to the financial statements and certain financial information
\ncontained or referred to in the Registration Statement, Pricing Disclosure
\nPackage and the Prospectus, as applicable. Such letter shall be in form and
\nsubstance reasonably satisfactory to the Representatives.<\/p>\n (b) The Prospectus shall have been filed with the Commission in accordance
\nwith the Rules and Regulations and Section 5(a) of this Agreement; the final
\nterm sheet contemplated by Section 5(b) of this Agreement, and any other
\nmaterial required to be filed by the Company pursuant to Rule 433(d) under the
\nAct, 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 of any part thereof shall have
\nbeen issued and no proceedings for that purpose shall have been instituted or,
\nto the knowledge of the<\/p>\n 15<\/p>\n
\nCompany or any Underwriter, shall be contemplated by the Commission; and no
\nstop order suspending or preventing the use of the Prospectus or any Issuer Free
\nWriting Prospectus shall have been initiated or threatened by the Commission.\n<\/p>\n (c) Subsequent to the execution of this Agreement, there shall not have
\noccurred (i) any change, or any development that would reasonably be expected to
\nresult in a change, in or affecting the business, financial condition, results
\nof operations or stockholder153s equity of the Company and its subsidiaries, taken
\nas a whole, which, in the judgment of the Representatives, is so material and
\nadverse as to make it impracticable or inadvisable to proceed with the Offering
\nor the delivery of the Securities being delivered at such Closing Date on the
\nterms and in the manner contemplated in the Prospectus; (ii) any downgrading, or
\nplacement on any watch list for possible downgrading, in the rating of the
\nCompany153s debt securities by any of Standard & Poor153s Corporation or Moody153s
\nInvestors Services, Inc.; (iii) any suspension of trading in securities
\ngenerally on the New York Stock Exchange, or any setting of minimum prices for
\ntrading on such exchange, or any suspension of trading of any securities of the
\nCompany on any exchange or in the over-the-counter market; (iv) any banking
\nmoratorium declared by Federal or New York authorities; or (v)(A) any outbreak
\nor escalation of major hostilities or acts of terrorism in which the United
\nStates is involved, any declaration of war by the United States Congress or (B)
\nany other substantial national or international calamity or emergency, or any
\nsubstantial change in political, financial or economic conditions or currency
\nexchange rates or exchange controls if the effect of any such event in clause
\n(A) or (B) of this sentence, in the judgment of the Representatives, makes it
\nimpractical or inadvisable to market the Securities or proceed with completion
\nof the sale of and payment for the Securities.<\/p>\n (d) The Representatives shall have received an opinion and negative assurance
\nletter, dated the Closing Date, from Simpson Thacher & Bartlett LLP, the
\ncounsel for the Company, and if Option Securities are purchased at any date
\nafter the Closing Date as specified in Section 3, an additional opinion and
\nnegative assurance letter from such counsel, addressed to the Underwriters and
\ndated such later date, confirming that the statements expressed as of the
\nClosing Date in such opinions remain valid as of such later date; such opinions
\nand letters shall be in form and substance reasonably satisfactory to the
\nUnderwriters, substantially to the effect set forth in Schedule III hereto.<\/p>\n (e) The Representatives shall have received an opinion, dated the Closing
\nDate, from Nancy Straus Sundheim, General Counsel for the Company, in form and
\nsubstance reasonably acceptable to the Representatives, and if Option Securities
\nare purchased at any date after the Closing Date as specified in Section 3,
\nadditional opinions from such counsel, addressed to the Underwriters and dated
\nsuch later date, confirming that the statements expressed as of the Closing Date
\nin such opinions remain valid as of such later date; such opinions shall be in
\nform and substance reasonably satisfactory to the Underwriters, substantially to
\nthe effect set forth in Schedule IV hereto.<\/p>\n (f) The Representatives shall have received from Latham & Watkins LLP,
\ncounsel for the Underwriters, an opinion in form and substance reasonably
\nacceptable to the Representatives, and the Company shall have furnished to such
\ncounsel such documents as they request for the purpose of enabling them to pass
\nupon such matters.<\/p>\n 16<\/p>\n
\n(g) The Representatives shall have received a certificate, dated the Closing
\nDate and on any later date on which Option Securities are purchased, of the
\nChairman of the Board, the Vice Chairman of the Board, the Chief Executive
\nOfficer, the President or any Vice President and a principal financial or
\naccounting officer of the Company in which such officers, to the best of their
\nknowledge after reasonable investigation, shall state that the representations
\nand warranties of the Company in this Agreement are true and correct, that the
\nCompany has complied in all material respects with all agreements and satisfied
\nall conditions on its part to be performed or satisfied hereunder at or prior to
\nthe Closing Date, that no stop order suspending the effectiveness of the
\nRegistration Statement or of any part thereof has been issued and no proceedings
\nfor that purpose have been instituted or, to the Company153s knowledge, are
\nthreatened by the Commission and that, subsequent to the date of the most recent
\nfinancial statements in the Prospectus, there has been no material adverse
\nchange in the financial position or results of operations of the Company and its
\nsubsidiaries except as set forth in or contemplated by the Prospectus or as
\ndescribed in such certificate.<\/p>\n The Company will furnish the Representatives with such conformed copies of
\nsuch opinions, certificates, letters and documents as they reasonably request.\n<\/p>\n 7. Indemnification and Contribution<\/em>. (a) The Company will indemnify
\nand hold harmless each Underwriter, each person, if any, who controls any
\nUnderwriter within the meaning of Section 15 of the Act or Section 20 of the
\nExchange Act, each affiliate of any Underwriter within the meaning of Rule 405
\nunder the Securities Act and each selling agent of any Underwriter from and
\nagainst any losses, claims, damages, or liabilities whatsoever, joint or
\nseveral, to which such Underwriter may become subject, under the Act, the
\nExchange Act or otherwise, insofar as such losses, claims, damages or
\nliabilities (or actions in respect thereof) arise out of or are based upon (i)
\nany untrue statement or alleged untrue statement of a material fact contained in
\n(A) the Registration Statement or in any amendment thereof, or in any
\nPreliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in
\nany supplement thereto or amendment thereof, or in any Issuer Free Writing
\nProspectus, or in any “issuer information” (as defined in Rule 433(h)(2) under
\nthe Act) filed or required to be filed pursuant to Rule 433(d) under the Act, or
\n(B) any other “written communication” (as defined in Rule 405 under the Act)
\nprovided to investors by, or with the approval of, the Company in connection
\nwith the Offering and any “road show” (as defined in Rule 433 under the Act )
\nfor the Offering (collectively, “Marketing Materials<\/u>“), or (ii) the
\nomission or alleged omission to state (A) in the Registration Statement or any
\namendment thereof, a material fact required to be stated therein or necessary to
\nmake the statements therein not misleading, or (B) in any Preliminary
\nProspectus, the Pricing Disclosure Package or the Prospectus, or in any
\nsupplement thereto or amendment thereof, or in any Issuer Free Writing
\nProspectus, or in any “issuer information” (as defined in Rule 433(h)(2) under
\nthe Act ) filed or required to be filed pursuant to Rule 433(d) under the Act,
\nor in any Marketing Materials, a material fact required to be stated therein or
\nnecessary to make the statements therein, in the light of the circumstances
\nunder which they were made, not misleading; and the Company will reimburse each
\nUnderwriter for any legal or other expenses reasonably incurred by such
\nUnderwriter in connection with investigating or defending any such loss, claim,
\ndamage, liability or action as such expenses are incurred; provided,
\nhowever<\/em>, that the Company will not be liable in any such case to the extent
\nthat any such loss, claim, damage or liability arises out of or is based upon an
\nuntrue statement or alleged untrue statement in or omission or alleged omission
\nfrom any of such documents in reliance upon and in conformity<\/p>\n17<\/p>\n
\nwith written information furnished to the Company by or on behalf of any
\nUnderwriter through the Representatives specifically for use therein.<\/p>\n (b) Each Underwriter, severally and not jointly, will indemnify and hold
\nharmless the Company, its directors, its officers who signed the Registration
\nStatement and each person, if any, who controls the Company within the meaning
\nof Section 15 of the Act or Section 20 of the Exchange Act, against any losses,
\nclaims, damages or liabilities to which the Company may become subject, under
\nthe Act or otherwise, insofar as such losses, claims, damages or liabilities (or
\nactions in respect thereof) arise out of or are based upon (i) any untrue
\nstatement or alleged untrue statement of a material fact contained in the
\nRegistration Statement any amendment thereof, or the omission or alleged
\nomission therefrom of a material fact required to be stated therein or necessary
\nto make the statements therein not misleading or (ii) any untrue statement or
\nalleged untrue statement of a material fact included in any Preliminary
\nProspectus, the Pricing Disclosure Package or the Prospectus, or in any
\namendment thereof or supplement thereto, any Issuer Free Writing Prospectus, or
\nin any “issuer information” (as defined in Rule 433(h)(2) under the Act) filed
\nor required to be filed pursuant to Rule 433(d) under the Act or any Marketing
\nMaterials, or the omission or alleged omission therefrom of a material fact
\nrequired to be stated therein or necessary to make the statements therein, in
\nlight of the circumstances under which they were made, not misleading, in each
\ncase to the extent, but only to the extent, that such untrue statement or
\nalleged untrue statement or omission or alleged omission was made in reliance
\nupon and in conformity with written information furnished to the Company by or
\non behalf of such Underwriter through the Representatives specifically for use
\ntherein and will reimburse any legal or other expenses reasonably incurred by
\nthe Company in connection with investigating or defending any such loss, claim,
\ndamage, liability or action as such expenses are incurred.<\/p>\n (c) Promptly after receipt by an indemnified party under this Section of
\nnotice of the commencement of any action, such indemnified party will, if a
\nclaim in respect thereof is to be made against the indemnifying party under
\nsubsection (a) or (b) above, notify the indemnifying party of the commencement
\nthereof; but the omission so to notify the indemnifying party will not relieve
\nit from any liability which it may have to any indemnified party otherwise than
\nunder subsection (a) or (b) above. In case any such action is brought against
\nany indemnified party and it notifies the indemnifying party of the commencement
\nthereof, the indemnifying party will be entitled to participate therein and, to
\nthe extent that it may wish, jointly with any other indemnifying party similarly
\nnotified, to assume the defense thereof, with counsel reasonably satisfactory to
\nsuch indemnified party (who shall not, except with the consent of the
\nindemnified party, be counsel to the indemnifying party), and after notice from
\nthe indemnifying party to such indemnified party of its election so to assume
\nthe defense thereof, the indemnifying party will not be liable to such
\nindemnified party under this Section for any legal or other expenses
\nsubsequently incurred by such indemnified party in connection with the defense
\nthereof other than reasonable costs of investigation; provided<\/em> that the
\nRepresentatives shall have the right to employ one counsel (in addition to one
\nlocal counsel) to represent the Representatives and those other Underwriters who
\nmay be subject to liability arising out of any claim in respect of which
\nindemnity may be sought by the Underwriters against the Company under this
\nSection if, in the reasonable judgment of outside counsel to the Underwriters,
\nit is advisable for the Representatives and those other Underwriters to be
\nrepresented by separate counsel because separate defenses are available to such
\nUnderwriters, and in that event the<\/p>\n18<\/p>\n
\nreasonable fees and expenses of such separate counsel shall be paid by the
\nCompany. No indemnifying party shall, without the prior written consent of the
\nindemnified parties, effect any settlement or compromise of, or consent to the
\nentry of judgment with respect to, any pending or threatened claim,
\ninvestigation, action or proceeding in respect of which the indemnified party is
\nor reasonably could have been a party and indemnity or contribution may or could
\nhave been sought hereunder by the indemnified party, unless such settlement,
\ncompromise or judgment (i) includes an unconditional release of the indemnified
\nparty from all liability arising out of such claim, investigation, action or
\nproceeding and (ii) does not include a statement as to or an admission of fault,
\nculpability or any failure to act, by or on behalf of the indemnified party.\n<\/p>\n (d) If the indemnification provided for in this Section is unavailable or
\ninsufficient to hold harmless an indemnified party under subsection (a) or (b)
\nabove, then each indemnifying party shall contribute to the amount paid or
\npayable by such indemnified party as a result of the losses, claims, damages or
\nliabilities referred to in subsection (a) or (b) above (i) in such proportion as
\nis appropriate to reflect the relative benefits received by the Company on the
\none hand and the Underwriters on the other from the offering of the Securities
\nor (ii) if the allocation provided by clause (i) above is not permitted by
\napplicable law, in such proportion as is appropriate to reflect not only the
\nrelative benefits referred to in the clause (i) above but also the relative
\nfault of the Company on the one hand and the Underwriters on the other in
\nconnection with the statements or omissions which resulted in such losses,
\nclaims, damages or liabilities 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. The relative fault shall be determined by reference to,
\namong other things, whether the untrue or alleged untrue statement of a material
\nfact or the omission or alleged omission to state a material fact relates to
\ninformation supplied by the Company or the Underwriters and the parties153
\nrelative intent, knowledge, access to information and opportunity to correct or
\nprevent such untrue statement or omission. The Company and the Underwriters
\nagree that it would not be just and equitable if contributions pursuant to this
\nSection were to be determined by pro rata allocation (even if the Underwriters
\nwere treated as one entity for such purposes) or by any other method of
\nallocation which does not take into account the equitable considerations
\nreferred to herein. The amount paid by an indemnified party as a result of the
\nlosses, claims, damages or liabilities referred to in the first sentence of this
\nsubsection (d) shall be deemed to include any legal or other expenses reasonably
\nincurred by such indemnified party in connection with investigating or defending
\nany action or claim which is the subject of this subsection (d). Notwithstanding
\nthe provisions of this subsection (d), no Underwriter shall be required to
\ncontribute any amount in excess of the amount by which the aggregate
\nunderwriting discounts and commissions received by it exceeds the amount of any
\ndamages which such Underwriter has otherwise been required to pay by reason of
\nsuch untrue or alleged untrue statement or omission or alleged omission. No
\nperson guilty of fraudulent misrepresentation (within the meaning of Section
\n11(f) of the Act) shall be entitled to contribution from any person who was not
\nguilty of such fraudulent misrepresentation. The Underwriters153 obligations in
\nthis subsection (d) to contribute are several in proportion to their respective
\nunderwriting obligations and not joint.<\/p>\n 19<\/p>\n
\n(e) The obligations of the Company under this Section shall be in addition to
\nany 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 Section 15 of the Act or Section 20 of the Exchange Act;
\nand the obligations of the Underwriters under this Section shall be in addition
\nto any liability which the respective Underwriters may otherwise have and shall
\nextend, upon the same terms and conditions, to each director of the Company, to
\neach officer of the Company who has signed the Registration Statement and to
\neach person, if any, who controls the Company within the meaning of Section 15
\nof the Act or Section 20 of the Exchange Act.<\/p>\n 8. Default of Underwriters<\/em>. If any Underwriter or Underwriters
\ndefault in their obligations to purchase securities hereunder and the aggregate
\namount of the Securities that such defaulting Underwriter of Underwriters agreed
\nbut failed to purchase does not exceed 10% of the total amount of the
\nSecurities, the Representatives may make arrangements satisfactory to the
\nCompany for the purchase of such Securities by other persons, including any of
\nthe Underwriters, but if no such arrangements are made by the Closing Date, the
\nnon-defaulting Underwriters shall be obligated severally, in proportion to their
\nrespective commitments under this Agreement, to purchase the Securities that
\nsuch defaulting Underwriters agreed but fail to purchase. If any Underwriter or
\nUnderwriters so default and the aggregate amount of the Securities with respect
\nto which such default or defaults occur exceeds 10% of the total amount of the
\nSecurities and arrangements satisfactory to the Representatives and the Company
\nfor the purchase of such Securities by other persons are not made within 36
\nhours after such default, this Agreement will terminate without liability on the
\npart of any non-defaulting Underwriter or the Company, except as provided in
\nSection 5(l), Section 7 and Section 9. As used in this<\/p>\nAgreement, the term “Underwriter<\/u>” includes any person substituted for
\nan Underwriter under this Section. Nothing herein will relieve a defaulting
\nUnderwriter from liability for its default. The respective commitments of the
\nseveral Underwriters for the purposes of this Section shall be determined
\nwithout regard to reduction in the respective Underwriters153 obligations to
\npurchase the amounts of the Securities set forth opposite their names in
\nSchedule I hereto.<\/p>\n 9. Survival of Certain Representations and Obligations<\/em>. The
\nrespective indemnities, agreements, representations, warranties and other
\nstatements of the Company or its officers and of the several Underwriters set
\nforth in or made pursuant to this Agreement will remain in full force and
\neffect, regardless of any termination of this Agreement or any investigation, or
\nstatement as to the results thereof, made by or on behalf of any Underwriter,
\nthe Company or any of their respective representatives, officers or directors or
\nany controlling person and will survive delivery of and payment for the
\nSecurities. If the obligations of the Underwriters with respect to any offering
\nof Securities are terminated pursuant to Section 8 or if for any reason the
\npurchase of the Securities by the Underwriters under this Agreement is not
\nconsummated, the Company shall remain responsible for the expenses to be paid or
\nreimbursed by it pursuant to Section 5(l) and the respective obligations of the
\nCompany and the Underwriters pursuant to Section 7 shall remain in effect. If
\nfor any reason the purchase of the Securities by the Underwriters is not
\nconsummated other than because of the termination of this Agreement pursuant to
\nSection 8 or a failure to satisfy the conditions set forth in Sections 6(c)(ii)
\n– 6(c)(v), the Company shall reimburse the Underwriters, severally, for all
\nout-of-pocket expenses (including fees and disbursements of counsel) reasonably
\nincurred by them in connection with the offering of the<\/p>\n20<\/p>\n
\nSecurities. The provisions of Sections 12 and 14 shall also survive any
\ntermination or modification of this Agreement.<\/p>\n 10. No Fiduciary Duty<\/em>. The Company hereby acknowledges and agrees
\nthat, with respect to any offering of Securities pursuant to this Agreement, (i)
\nthe terms of this Agreement, and the offering of the Securities (including the
\nprice of the Securities) were negotiated at arm153s length between sophisticated
\nparties represented by counsel; (ii) no fiduciary, advisory or agency
\nrelationship between the Company on the one hand, and the Underwriters on the
\nother hand has been created as a result of any of the transactions contemplated
\nby this Agreement or the process leading to such transactions, irrespective of
\nwhether any Underwriter has advised or is advising the Company on other matters,
\n(iii) the Underwriters153 obligations to the Company in respect of the Offering
\nare set forth in this Agreement in their entirety and (iv) the Company has
\nobtained such legal, tax, accounting and other advice as they deem appropriate
\nwith respect to this Agreement and the transactions contemplated hereby and any
\nother activities undertaken in connection therewith, and the Company is not
\nrelying on the Underwriters with respect to any such matters. The Company hereby
\nagrees that it will not claim that the Underwriters, or any of them, has
\nrendered advisory services of any nature or respect to the Company, or owes a
\nfiduciary or similar duty to it, in connection with such transaction or the
\nprocess leading thereto.<\/p>\n11. Notices<\/em>. All communications hereunder will be in writing and, if
\nsent to the Company, will be mailed, delivered, telexed or telecopied and
\nconfirmed to it at 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422,
\nFax: 215-986-9342, Attention: Treasurer, with a copy to the General Counsel,
\nFax: 215-986-9388. All statements, requests, notices and agreements hereunder
\nshall be in writing, and if to the Underwriters shall be delivered or sent by
\nmail, telex or facsimile transmission to you as the representatives in care of
\nGoldman, Sachs & Co., 200 West Street, New York, New York 10282-2198,
\nAttention: Registration Department and Citigroup Global Markets Inc., 388
\nGreenwich Street, New York, New York 10013, Fax:<\/p>\n\n\n\n| \n (212)<\/p>\n<\/td>\n | \n 816-7912 Attention: General Counsel.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 12. Successors<\/em>. This Agreement will inure to the benefit of and be
\nbinding upon the<\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Company and such Underwriters as are identified in this Agreement and their
\nrespective successors and the officers and directors and controlling persons
\nreferred to in Section 7, and no other person will have any right or obligation
\nhereunder. No purchaser of any of the Securities from any Underwriter shall be
\ndeemed a successor or assign merely because of such purchase.<\/p>\n 13. Certain Definitions<\/em>. For purposes of this Agreement, (a)
\n“business day<\/u>” means any day on which the New York Stock Exchange is open
\nfor trading and (b) “subsidiary<\/u>” and “significant subsidiary<\/u>” have
\nthe meanings set forth in Rule 405 of the Rules and Regulations.<\/p>\n14. Applicable Law; Waiver of Jury Trial<\/em>. This Agreement
\nshall be governed by, and construed in accordance with, the laws of the State of
\nNew York, including, without limitation, Section 5-1401 of the New York General
\nObligations Law. The Company and the Underwriters agree that any suit or
\nproceeding arising in respect of this agreement or our engagement will be tried
\nexclusively in the U.S. District Court for the Southern District of New York or,
\nif that court does not have subject matter jurisdiction, in any state court
\nlocated in The City and County of New York and the Company and the Underwriters
\nagree to submit to the jurisdiction of, and to venue in, such courts.
\n<\/strong>The Company and each<\/p>\n21<\/p>\n
\nof the Underwriters hereby irrevocably waives, to the fullest extent
\npermitted by applicable law, any and all right to trial by jury in any legal
\nproceeding arising out of or relating to this Agreement or the transactions
\ncontemplated hereby.<\/p>\n 15. Counterparts<\/em>. This Agreement may be executed in two or more
\ncounterparts, each of which shall be deemed an original, but all of which
\ntogether (including the terms of this Agreement incorporated by reference
\ntherein) shall constitute one and the same instrument.<\/p>\n\n\n\n| <\/td>\n | \n 16. Miscellaneous<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\nThis Agreement supersedes all prior agreements and understandings (whether
\nwritten or oral) between the Company and the Underwriters, or any of them, with
\nrespect to the subject matter hereof.<\/p>\n Notwithstanding anything herein to the contrary, the Company is authorized to
\ndisclose to any persons the U.S. federal and state income tax treatment and tax
\nstructure of the transactions contemplated hereby and all materials of any kind
\n(including tax opinions and other tax analyses) provided to the Company relating
\nto that treatment and structure, without the Underwriters153 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<\/u>” is limited to any
\nfacts that may be relevant to that treatment.<\/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 If the foregoing is in accordance with the Representatives153 understanding,
\nplease sign and return to us five counterparts hereof, and upon the acceptance
\nhereof by the Representatives, on behalf of each of the Underwriters, this
\nletter and such acceptance hereof shall constitute a binding agreement between
\neach of the Underwriters and the Company. It is understood that the
\nRepresentatives153 acceptance of this letter on behalf of each of the Underwriters
\nis 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.<\/p>\n \n\n\n| \n [Signatures begin on following page<\/em>]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n22<\/p>\n
\n\n\n\n| \n Very truly yours,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n \n\n\n| \n Unisys Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n \n\n\n| \n By: \/s\/ Scott A. Battersby
\nName: Scott A. Battersby
\nTitle: Vice President and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Accepted as of the date hereof, on their own behalf and as Representatives on
\nbehalf of the Underwriters named in Schedule I hereto:<\/p>\n \n\n\n| \n Goldman, Sachs & Co.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n
\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n (Goldman, Sachs & Co.)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n Citigroup Global Markets Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ Brian Mass<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n
\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Brian Mass<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n 23<\/p>\n
\n\n\n\n| \n SCHEDULE I<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Number of Option<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n Total Number of<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Securities to be<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n Underwriter<\/u><\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Registered<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Purchased if<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n Securities<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Maximum Option<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n to be Purchased<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n Exercised<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n
\n<\/td>\n | <\/td>\n | \n
\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n Goldman, Sachs & Co<\/p>\n<\/td>\n | <\/td>\n | \n 1,170,000<\/p>\n<\/td>\n | <\/td>\n | \n 175,500<\/p>\n<\/td>\n<\/tr>\n | \n| \n Citigroup Global Markets Inc.<\/p>\n<\/td>\n | <\/td>\n | \n 990,000<\/p>\n<\/td>\n | <\/td>\n | \n 148,500<\/p>\n<\/td>\n<\/tr>\n | \n| \n RBS Securities Inc<\/p>\n<\/td>\n | <\/td>\n | \n 90,000<\/p>\n<\/td>\n | <\/td>\n | \n 13,500<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n Total.<\/p>\n<\/td>\n | <\/td>\n | \n 2,250,000<\/p>\n<\/td>\n | <\/td>\n | \n 337,500<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n Schedule I – 1<\/p>\n
\nSchedule II – 1<\/p>\n
<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9160],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9629,9634],"class_list":["post-43976","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-unisys-corp","corporate_contracts_industries-technology__programming","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\/43976","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=43976"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43976"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43976"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43976"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | | | | | | | | | | | | | | | | |