Common use of Conditions to Closing Clause in Contracts

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (c) the Representative(s) shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several Your obligations hereunder shall be subject, in your discretion, to the condition that all representations and warranties and other statements of the Underwriters Company herein are, at and as of the date hereof, and each Closing Date, true and correct, and the condition that the Company shall have performed all of its obligations hereunder are subject theretofore to be performed, and the following additional conditions: (a) Subsequent If required by law, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the earlier Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 1 ( a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (xi) The Company shall not have sustained since the Time date of Sale the latest audited financial statement included in the Prospectus, any loss or interference with its business, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (yii) since the execution and delivery respective dates as of which information is given in the Underwriting Agreement and prior to the Closing Date, Prospectus there shall not have been any downgrading, nor any notice given of any intended or potential downgrading change in the rating accorded any capital stock or long-term debt of the Company’s securities Company as a whole or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operation of the Company otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being issued at such Closing Date on the terms and in the manner contemplated by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Servicethe Prospectus; (bc) On or after the date hereof there shall not have occurred any change of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State Authorities; (iii) the engagement by the United States in hostilities which have resulted in the condition, financial declaration of a national emergency or otherwise, or war if the effect of any such event specified in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth this clause in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that your reasonable judgment makes it impracticable or inadvisable to market proceed with the public offering or deliver the Offered Securities delivery of the Shares being issued at such Closing Date on the terms and in the manner contemplated in the Prospectus; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general, as, in your reasonable judgment makes it inadvisable to proceed with the sale of the Shares through you; and (cd) If requested by you, the Representative(s) Company shall have received on the furnished or caused to be furnished to you at such Closing Date a certificate, dated the Closing Date and signed by an executive officer certificates of officers of the Company, Company satisfactory to you as to the effect set forth in clause (b) above and to the effect that accuracy of the representations and warranties of the Company contained in this Agreement are true Company, herein at and correct as of the such Closing Date and that as to the performance by the Company has complied with of all of the agreements and satisfied all of the conditions on its part obligations hereunder to be performed at or satisfied on or before the prior to such Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several Your obligations hereunder shall be subject, in your discretion, to the condition that all representations and warranties and other statements of the Underwriters Company herein are, at and as of the date hereof, and each Closing Date, true and correct, and the condition that the Company shall have performed all of its obligations hereunder are subject theretofore to be performed, and the following additional conditions: (a) Subsequent If required by law, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the earlier Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 1(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (xi) The Company shall not have sustained since the Time date of Sale the latest audited financial statement included in the Prospectus, any loss or interference with its business, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (yii) since the execution and delivery respective dates as of which information is given in the Underwriting Agreement and prior to the Closing Date, Prospectus there shall not have been any downgrading, nor any notice given of any intended or potential downgrading change in the rating accorded any capital stock or long-term debt of the Company’s securities Company as a whole or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operation of the Company otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units being issued at such Closing Date on the terms and in the manner contemplated by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Servicethe Prospectus; (bc) On or after the date hereof there shall not have occurred any change of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the American Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State Authorities; (iii) the engagement by the United States in hostilities which have resulted in the condition, financial declaration of a national emergency or otherwise, or war if the effect of any such event specified in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth this clause in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that your reasonable judgment makes it impracticable or inadvisable to market proceed with the public offering or deliver the Offered Securities delivery of the Units being issued at such Closing Date on the terms and in the manner contemplated in the Prospectus; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general, as, in your reasonable judgment makes it inadvisable to proceed with the sale of the Units through you; and (cd) If requested by you, the Representative(s) Company shall have received on the furnished or caused to be furnished to you at such Closing Date a certificate, dated the Closing Date and signed by an executive officer certificates of officers of the Company, Company satisfactory to you as to the effect set forth in clause (b) above and to the effect that accuracy of the representations and warranties of the Company contained in this Agreement are true Company, herein at and correct as of the such Closing Date and that as to the performance by the Company has complied with of all of the agreements and satisfied all of the conditions on its part obligations hereunder to be performed at or satisfied on or before the prior to such Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several Your obligations hereunder shall be subject, in your discretion, to the condition that all representations and warranties and other statements of the Underwriters Company herein are, at and as of the date hereof, and each Closing Date, true and correct, and the condition that the Company shall have performed all of its obligations hereunder are subject theretofore to be performed, and the following additional conditions: (a) Subsequent If required by law, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the earlier Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 1(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (xi) The Company shall not have sustained since the Time date of Sale the latest audited financial statement included in the Prospectus, any loss or interference with its business, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (yii) since the execution and delivery respective dates as of which information is given in the Underwriting Agreement and prior to the Closing Date, Prospectus there shall not have been any downgrading, nor any notice given of any intended or potential downgrading change in the rating accorded any capital stock or long-term debt of the Company’s securities Company as a whole or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operation of the Company otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being issued at such Closing Date on the terms and in the manner contemplated by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Servicethe Prospectus; (bc) On or after the date hereof there shall not have occurred any change of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the American Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State Authorities; (iii) the engagement by the United States in hostilities which have resulted in the condition, financial declaration of a national emergency or otherwise, or war if the effect of any such event specified in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth this clause in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that your reasonable judgment makes it impracticable or inadvisable to market proceed with the public offering or deliver the Offered Securities delivery of the Shares being issued at such Closing Date on the terms and in the manner contemplated in the Prospectus; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general, as, in your reasonable judgment makes it inadvisable to proceed with the sale of the Shares through you; and (cd) If requested by you, the Representative(s) Company shall have received on the furnished or caused to be furnished to you at such Closing Date a certificate, dated the Closing Date and signed by an executive officer certificates of officers of the Company, Company satisfactory to you as to the effect set forth in clause (b) above and to the effect that accuracy of the representations and warranties of the Company contained in this Agreement are true Company, herein at and correct as of the such Closing Date and that as to the performance by the Company has complied with of all of the agreements and satisfied all of the conditions on its part obligations hereunder to be performed at or satisfied on or before the prior to such Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Applicable Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any Issuer or any of the Company’s securities of any Issuer by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Section 3(a)(62) of the Exchange Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time Disclosure Package, that, in the judgment of Sale Information (excluding any amendment or supplement thereto) and the ProspectusManagers, that is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the ProspectusDisclosure Package; and (c) and the Representative(s) Managers shall have received received, on the Closing Date Date, a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect foregoing effect. Such certificate shall also provide that the representations and warranties of the Company contained in this Agreement herein are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering making such certificate may rely upon the best of his her knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, Esquire, Vice President, Senior Deputy General Counsel and Assistant Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters), dated the Closing Date, to the effect (as applicable) that: (i) the Company is validly existing as a corporation subsisting under the laws of the Commonwealth of Pennsylvania and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) each indenture under which the Offered Securities are to be issued, has been duly authorized, executed and delivered by the Company; (iii) this Agreement has been duly authorized, executed and delivered by the Company; (iv) all of the issued shares of capital stock or membership interests, as applicable, of each Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable (with respect to such shares of capital stock), and (except for directors’ qualifying shares and except as otherwise set forth in Exhibit A.the Disclosure Package) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (ev) the Company has an authorized capitalization as set forth in the Disclosure Package, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (vi) the Offered Securities to be offered by the Company have been duly authorized by the Company; (vii) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by each Issuer of, and the performance by each Issuer of its obligations under, each indenture under which the Offered Securities are to be issued, the Offered Securities and this Agreement will not contravene (A) any provision of the laws of the Commonwealth of Pennsylvania or any federal law of the United States of America that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the type contemplated by each indenture under which the Offered Securities are to be issued, the Offered Securities and this Agreement (except with respect to federal, state or foreign securities laws or to laws relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), (B) the articles of incorporation or bylaws or equivalent organizational documents of any Issuer, or (C) to the best of such counsel’s knowledge, any material agreement or other material instrument binding upon such Issuer; (viii) no consent, approval, authorization, or order of, or qualification with any state governmental body or agency under the laws of the Commonwealth of Pennsylvania, any federal law of the United States of America, or to the best of such counsel’s knowledge, any other state or jurisdiction of the United States, that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the type contemplated by each indenture under which the Offered Securities are to be issued, the Offered Securities and this Agreement is required for the performance by any Issuer of its obligations under each indenture under which the Offered Securities are to be issued, the Offered Securities and this Agreement (except such as may be required under federal, state or foreign securities or Blue Sky laws and with respect to consents, approvals and authorizations relating specifically to the cable communications industry as to which such counsel is not called upon to express any opinion); (ix) subject to such qualification as may be set forth in the Disclosure Package, the Company and its subsidiaries have, and are in material compliance with, such franchises, and to the best knowledge of such counsel after reasonable investigation, such licenses and authorizations, as are necessary to own their properties and to conduct their business in the manner described in the Disclosure Package, except where the failure to have, or comply with, such franchises, licenses and authorizations would not have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole, and such franchises, licenses and authorizations contain no materially burdensome restrictions not adequately described in the Disclosure Package, which restrictions would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole; (x) the statements included in (A) Item 3 of the Company’s and NBCUniversal Media, LLC’s most recent Annual Report on Form 10-K incorporated by reference in the Disclosure Package, (B) Part II, Item 1 under the caption “Legal Proceedings” of the Company’s and NBCUniversal Media, LLC’s most recent Quarterly Report on Form 10-Q, if any, incorporated by reference in the Disclosure Package, (C) the Registration Statement in Item 15 and (D) the Disclosure Package under the caption “Description of Capital Stock,”1 insofar as such statements summarize the legal matters, documents or proceedings referred to therein, fairly summarize such legal matters, documents and proceedings in all material respects; (xi) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Disclosure Package and is not so described or of any contract or other document which is required to be described in the Registration Statement or the Disclosure Package or to be filed as an exhibit to the Registration Statement which is not described or filed as required; 1 The inclusion of Section 4(c)(x)(D) is only required for issuances of convertible debt. (xii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; and (xiii) when the Underlying Securities are issued upon conversion of the Offered Securities in accordance with the terms of the Offered Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities. Such counsel shall also state that nothing has come to her attention that causes her to believe that (1) on the date of this Agreement, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) at the Applicable Time, the Disclosure Package contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; or (3) that the Prospectus as of the date of this Agreement or as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they are made, not misleading. With respect to the preceding paragraph, such counsel may state that her belief is based upon her participation in the preparation of the Registration Statement, Disclosure Package, Prospectus and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. Such counsel need not pass upon or assume responsibility for the accuracy, completeness or fairness of the statements contained in, and need not have checked the accuracy, completeness or fairness of, or otherwise verified, the information furnished in Registration Statement, Disclosure Package, and the Prospectus, except as specified. Such counsel is not called to pass upon, and need express no view regarding, the financial statements or financial schedules or other financial or accounting data included in the Registration Statement, the Disclosure Package, the Prospectus or the Statement of Eligibility of the Trustee on Form T-1. In addition, such counsel need not express a view as to the conveyance of the Disclosure Package or the information contained therein to the purchasers of the Offered Securities. In expressing her opinion as to questions of the law of jurisdictions other than the Commonwealth of Pennsylvania and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to the Underwriters. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company. (d) The Representative(s) Managers shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s)Company, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.that: (gi) The Representative(s) shall have received on each Guarantor is validly existing as a limited liability company in good standing under the date laws of the Underwriting Agreement State of Delaware; (ii) each indenture under which the Offered Securities are to be issued has been duly authorized, executed and on delivered by each Guarantor and, assuming each indenture under which the Closing Date lettersOffered Securities are to be issued has been duly authorized, dated as executed and delivered by the Company and duly executed and delivered by the respective trustee thereto, each indenture under which the Offered Securities are to be issued is a valid and binding agreement of such dateseach Issuer, enforceable against each Issuer in form accordance with its terms, subject to applicable bankruptcy, insolvency and substance reasonably satisfactory to the Representative(s)similar laws affecting creditors’ rights generally, from the Company’s independent auditors, containing statements concepts of reasonableness and information equitable principles of the type ordinarily included in accountants’ “comfort letters” to underwriters general applicability (except with respect to the financial statements (A) enforceability of any waiver of rights under any usury or stay law, and certain financial information contained (B) validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Offered Securities to the extent determined to constitute unearned interest, as to which such counsel is not called upon to express any opinion); (iii) the Guarantees have been duly authorized, and, assuming the Offered Securities have been authorized by the Company, when the Offered Securities have been duly executed and authenticated in or incorporated accordance with the provisions of each relevant indenture under which the Offered Securities are to be issued and delivered to and paid for by reference into the Registration StatementUnderwriters pursuant to this Agreement, the Time Offered Securities will be valid and binding obligations of Sale Information the Company and the Prospectus.Guarantees will be valid and binding obligations of the Guarantors, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; and will be entitled to the benefits of each relevant indenture under which the Offered Securities are to be issued (except with respect to the (A) enforceability of any waiver of rights under any usury or stay law, and (B) validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Offered Securities to the extent determined to constitute unearned interest, as to which such counsel is not called upon to express any opinion); (iv) this Agreement has been duly authorized, executed and delivered by each Guarantor party hereto; (v) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by each Issuer of, and the performance by each Issuer of its obligations under each indenture under which the Offered Securities are to be issued, the Offered Securities and this Agreement, will not contravene (A) any provision of the statutory laws of the State of New York or any federal law of the United States of America that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the type contemplated by each indenture under which the Offered Securities are to be issued, the Offered Securities and this Agreement (except with respect to federal, state or foreign securities laws or to laws relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), or (B) the certificate of incorporation or bylaws or equivalent organizational documents of any Guarantor; and (vi) no consent, approval, authorization or order of, or qualification with, any governmental body or agency under the laws of the State of New York or any federal law of the United States of America that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the type contemplated by each indenture under which the Offered Securities are to be issued, the Offered Securities and this Agreement (except such as may be required under federal, state or foreign securities or Blue Sky laws and with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion). Such counsel shall state that they have considered the statements included in the Prospectus Supplement under the caption “Description of the Notes” and in the Base Prospectus under the caption “Description of Debt Securities and Guarantees” insofar as they summarize provisions of each indenture under which the Offered Securities are to be issued and, the Offered Securities and that in their opinion such statements fairly summarize these provisions in all material respects. Such counsel shall also state that the statements included in the Prospectus Supplement under the caption “Material U.S. Federal Income Tax Consequences for Non-U.S. Hold

Conditions to Closing. The several Your obligations hereunder shall be subject, in your discretion, to the condition that all representations and warranties and other statements of the Underwriters Company herein are, at and as of the date hereof, and each Closing Date, true and correct, and the condition that the Company shall have performed all of its obligations hereunder are subject theretofore to be performed, and the following additional conditions: (a) Subsequent If required by law, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the earlier Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 1(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (xi) The Company shall not have sustained since the Time date of Sale the latest audited financial statement included in the Prospectus, any loss or interference with its business, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (yii) since the execution and delivery respective dates as of which information is given in the Underwriting Agreement and prior to the Closing Date, Prospectus there shall not have been any downgrading, nor any notice given of any intended or potential downgrading change in the rating accorded any capital stock or long-term debt of the Company’s securities Company as a whole or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operation of the Company otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units being issued at such Closing Date on the terms and in the manner contemplated by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Servicethe Prospectus; (bc) On or after the date hereof there shall not have occurred any change of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State Authorities; (iii) the engagement by the United States in hostilities which have resulted in the condition, financial declaration of a national emergency or otherwise, or war if the effect of any such event specified in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth this clause in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that your reasonable judgment makes it impracticable or inadvisable to market proceed with the public offering or deliver the Offered Securities delivery of the Units being issued at such Closing Date on the terms and in the manner contemplated in the Prospectus; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general, as, in your reasonable judgment makes it inadvisable to proceed with the sale of the Units through you; and (cd) If requested by you, the Representative(s) Company shall have received on the furnished or caused to be furnished to you at such Closing Date a certificate, dated the Closing Date and signed by an executive officer certificates of officers of the Company, Company satisfactory to you as to the effect set forth in clause (b) above and to the effect that accuracy of the representations and warranties of the Company contained in this Agreement are true Company, herein at and correct as of the such Closing Date and that as to the performance by the Company has complied with of all of the agreements and satisfied all of the conditions on its part obligations hereunder to be performed at or satisfied on or before the prior to such Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. 7.1. The several obligations obligation of the Underwriters hereunder are Investors to close the transaction contemplated by this Agreement is subject to the satisfaction on or prior to the Closing and any Secondary Closing Time of the following conditions: (a) Subsequent The Company shall have executed this Agreement and delivered the same to the earlier Investor. (b) The Investors shall have received copies of (x) all documents and information which it may have reasonably requested in connection with the Time of Sale purchase and (y) the execution and delivery sale of the Underwriting Agreement Shares. (c) The representations and warranties made by the Company in Article 4 hereof shall be true and correct as of the Closing Date and any Secondary Closing Date , and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Dateand any applicable Option Closing. (d) The Company shall have delivered to the Investors a certificate of its (1) Vice-Chairman of the Board and Co-Chief Executive Officer and (2) President, Co-Chief Executive Officer and Chief Financial Officer, dated as of the Closing Date or any Secondary Closing Date , to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Date or any Secondary Closing Date , and the Company has, in all material respects, complied with all the agreements and satisfied the all the conditions on its part to be performed or satisfied at or prior to the Closing Date any applicable Option Closing; and (ii) subsequent to the respective dates as of which information is given in the Exchange Act Documents, there shall has not been (1) any Material Adverse Change, (2) any transaction that is material to the Company and the Subsidiaries considered as one enterprise, except transactions entered into in the ordinary course of business, (3) any obligation, direct or contingent, that is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or the Subsidiaries, except obligations incurred in the ordinary course of business, (4) any change in the capital stock or outstanding indebtedness of the Company or any Subsidiary that is material to the Company and the Subsidiaries considered as one enterprise, (5) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, or (6) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been any downgrading, nor any notice given sustained which has a Material Adverse Effect. (e) The Company shall have executed and filed the Articles Supplementary Establishing and Fixing the Rights and Preferences of any intended or potential downgrading the Series A Cumulative Redeemable Convertible Preferred Stock substantially in the rating accorded any form attached hereto as Exhibit C (the “Articles Supplementary”) with the Department of Assessment and Taxation of the Company’s securities by Standard & Poor’sState of Maryland and delivered evidence of such filing to the Investors. (f) The Company shall have executed each of the Advisory Agreement and Registration Rights Agreement and delivered each of the same to the Investors. (g) The Company shall have caused its legal counsel to deliver to the Investors legal opinions reasonably satisfactory to the Investors substantially in the form attached hereto as Exhibits E and F, a Division dated as of the Closing Date and any Secondary Closing Date. (h) The Company shall have received the written resignations of (i) ▇▇▇▇ ▇▇▇▇▇ Pembroke, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇-▇▇▇▇ Companiesfrom the Board of Directors, Inc. or and (ii) the resignation of ▇▇▇▇▇’▇ ▇. ▇▇▇▇▇▇▇ as non-executive Chairman of the Board of Directors, and delivered evidence of the same to the Investors. (i) The Amended and Restated Employment Agreements between the Company and each of ▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, in the forms attached hereto as Exhibits H and I, respectively, shall have been executed by each of the parties and evidence of the same shall have been delivered to the Investors. 7.2. The obligation of the Company to close the transaction contemplated by this Agreement is subject to the satisfaction on or prior to the Closing and any Secondary Closing Time of the following conditions: (a) Each of the Investors Serviceshall have executed this Agreement and the Investors shall have delivered the same to the Company; (b) there The representations and warranties made by the Investors shall not have occurred any change in the condition, financial or otherwise, or in the earnings, business or operations, be true and correct as of the Company Closing Date and its subsidiariesany Secondary Closing Date , taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material Investors shall have performed all obligations and adverse conditions herein required to be performed or observed by it on or prior to the Closing and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; andany applicable Option Closing; (c) the Representative(s) The Investors shall have received on delivered to the Company a certificate signed by each of the Investors, dated as of the Closing Date a certificate, dated the or any Secondary Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained Investors in this Agreement are true and correct correct, as if made on and as of the Closing Date or any Secondary Closing Date , and that the Company has Investors have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on at or before prior to the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened.Date or any Secondary Closing Date ; (d) The Representative(s) Each of the Investors shall have received on executed an investor questionnaire in the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated form attached hereto as Exhibit G and delivered the Closing Date, same to the effect set forth in Exhibit A.Company. (e) The Representative(s) Each of the Investors shall have received on delivered the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth purchase price as specified in Exhibit B.Article 3. (f) The Representative(s) Each of the Investors shall have received on executed each of the Closing Date opinions Advisory Agreement and Registration Rights Agreement and delivered each of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable same to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2Company. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the --------------------- Underwriters hereunder are subject to the following conditions: (a) Subsequent (i) subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceRule 436(g)(2) under the Securities Act; (bii) there shall not have occurred any change in the condition, financial or otherwise, condition or in the earnings, business or operations, earnings of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Underwriters, is material and adverse and that makes it it, in the judgment of the Underwriters, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) the Representative(s) Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (bi) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are hereunder, as to the Securities to be delivered at the Time of Delivery, shall be subject to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing DateTime of Delivery, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (c) the Representative(s) The Underwriters shall have received on the Closing Date Time of Delivery a certificate, dated the Closing Date Time of Delivery and signed by an executive officer of the Company, to the effect set forth in clause clauses (a) and (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date Time of Delivery and that the Company has complied with all of the agreements and satisfied all of the conditions obligations on its part to be performed or satisfied on or before the Closing DateTime of Delivery. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) The Representative(s) Underwriters shall have received on the Closing Date an opinion Time of Delivery opinions of Piper & Marbury L.L.P., Maryland counsel of ▇to the Company, Susan L. Harris, Esq., Senior Vice President and General Counsel--C▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPs for the Company, dated the Closing Dateand Davis Polk & Wardwell, special counsel to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of Cl▇▇▇▇▇ ▇▇▇▇, t▇ ▇▇▇ ▇▇fect set forth in Exhibits A, B and C, respectively. In giving such opinion, Ms. Harris may rely, as to matters governed by laws other than the ▇▇▇▇ ▇▇ ▇▇e State of California and the federal law of the United States of America, on an opinion or opinions of Davis Polk & Wardwell and Piper & Marbury L.L.P., and Davis Polk & ▇▇▇▇▇▇▇▇ ▇ay ▇▇▇▇, ▇▇ to m▇▇▇▇▇s g▇▇▇▇▇▇▇ by laws othe▇ ▇▇▇▇ ▇▇▇ la▇▇ ▇▇ ▇▇e State of New York and the federal law of the United States of America, on an opinion of Piper & Marbury L.L.P., in each case so long as such opinion shall be dated the Time of Delivery and in form and substance satisfactory to the Underwriters, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to the Underwriters. (e) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Underwriters, shall have furnis▇▇▇ ▇▇ you ▇▇▇h opinion or other counsel acceptable to the Representative(s)opinions, dated such Time of Delivery, as you may reasonably request, and the Closing Date, Company shall have furnished to such counsel such documents as they may request for the effect set forth in Exhibits C-1 and C-2purpose of enabling them to pass upon such matters. (gf) The Representative(s) Underwriters shall have received on the date hereof and the Time of the Underwriting Agreement and on the Closing Date lettersDelivery a letter, dated as the date hereof or the Time of such datesDelivery, respectively, in form and substance reasonably satisfactory to the Representative(s)Underwriters, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters in accordance with AICPA standards, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, Prospectus. (g) On the Time of Sale Information Delivery, (i) the Securities shall have a rating of at least "Baa1" from Moody's Investors Service, Inc. and at least "A" from Standard & Po▇▇'▇ ▇▇rporation as evidenced in a letter from such rating agencies or by other evidence satisfactory to the Underwriters and (ii) no securities of the Company shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization and the ProspectusCompany shall have delivered to the Underwriters a letter from such rating agency (or other evidence satisfactory to the Underwriters), confirming that the Securities have such ratings.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the accuracy, on and as of the date of the Underwriting Agreement and the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company and its officers made in any certificates delivered pursuant hereto, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment or supplement thereto) and thereto on or after the Prospectusdate hereof), that is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Managers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the reasonable best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel Robert A. Waterman, General Counsel of the Company, or of other counse▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPcceptable to the Managers, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (ii) each Material Corporate Subsidiary has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (iii) each Material Partnership has been duly formed and is validly existing under the laws of its jurisdiction of formation and has the partnership power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties, and each is duly qualified as a foreign partnership authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations thereunder; (vi) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (vii) the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability; (viii) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for (A) by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of Underwriters' Securities, or (B) by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with their respective terms except as (1) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (2) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability; (ix) the execution, delivery and performance by the Company of the Transaction Documents, the issuance, authentication, sale and delivery of the Offered Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any property or assets of the Company or any of its Subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, except for such breach, violation or default which would not, either individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries taken as a whole, nor will such actions result in any violation of (1) the provisions of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries or (2) any statute or, to the knowledge of such counsel, any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets, except in the case of clauses (1), with respect to such Subsidiaries, and (2), such violations which would not, either individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries taken as a whole; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance, authentication, sale and delivery of the Offered Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, filings, registrations or qualifications (A) which shall have been obtained or made prior to the Closing Date and (B) as may be required to be obtained or made under the Securities Act, and applicable state securities laws in connection with the purchase and distribution of the Offered Securities by the Underwriters; (x) each Transaction Document conforms in all material respects to the description thereof contained in the Prospectus; (xi) the statements (A) in the Prospectus under the captions "Description of the Debt Securities" and "Plan of Distribution," (B) in the Registration Statement under Item 15, (C) in "Item 3 - Legal Proceedings" of the Company's most recent annual report on Form 10-K incorporated by reference in the Prospectus and (D) in "Item 1 - Legal Proceedings" of Part II of the Company's quarterly reports on Form 10-Q, if any, filed since such annual report, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xii) to the knowledge of such counsel, there are no pending actions or suits or judicial, arbitral, rule-making, administrative or other proceedings to which the Company or any of its Subsidiaries is a party or of which any property or assets of the Company or any of its Subsidiaries is the subject which (A) except as disclosed in the Prospectus, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, could reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or (B) questions the validity or enforceability of any of the Transaction Documents or any action taken or to be taken pursuant thereto; and to the knowledge of such counsel, no such proceedings (other than, with respect to matters set forth in Exhibit A.clause (A), those that are disclosed in the Prospectus) are threatened in writing by governmental authorities; (exiii) the Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended; (xiv) all of the outstanding shares of capital stock of each Material Corporate Subsidiary and all of the outstanding interests of each Material Partnership of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party; (xv) the Company has full right, power and authority to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly and validly taken; (xvi) to the knowledge of such counsel, neither the Company nor any of its Subsidiaries is (A) in violation of its certificate of incorporation or bylaws, or (B) in default, and no event has occurred which, with notice or lapse of time or both, would constitute a default, in the due performance or observance of any term, covenant or condition contained in any material agreement or instrument filed as an exhibit to its periodic reports with the Commission since the end of the Company's most recent fiscal year, except as disclosed in the Prospectus, in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject, except that in the case of (A), with respect to such Subsidiaries, and (B), for such defaults or violations that would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole; (xvii) such counsel is of the opinion that (A) each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Prospectus (except for financial statements and schedules included therein as to which such counsel need not express any opinion), complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (B) the Registration Statement and Prospectus (except for financial statements and schedules as to which such counsel need not express any opinion), comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder; and (xviii) the Registration Statement was declared effective under the Securities Act and the Indenture was qualified under the Trust Indenture Act as of the date and time specified in such opinion; the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations specified in such opinion on the date specified therein; and no stop order suspending the effectiveness of the Registration Statement has been issued and, to such counsel's knowledge, no proceeding for that purpose is pending or threatened by the Commission. In addition, such counsel shall state his belief that (1) each part of the Registration Statement (except for financial statements and schedules as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to and statements of the underwriters), when such part became effective and as of the date of the signing of the Underwriting Agreement, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Prospectus (except for financial statements and schedules as to which such counsel need not express any belief), as of its date did not, and as of the date such opinion is delivered does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state that his belief is based upon his participation in the preparation of the Registration Statement and Prospectus, any amendments or supplements thereto and any documents incorporated therein by reference, his consultation with other officers of the Company who have participated in the preparation of the Registration Statement and Prospectus, any amendments or supplements thereto and any documents incorporated therein by reference and upon his review and discussion of the contents thereof, but are without independent check or verification, except as specified. (d) The Representative(s) Managers shall have received on the Closing Date an opinion of Jenkens & Gilchrist, a deputy general Professional Corporation, counsel of for the CompanyUnderwriters, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇d▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, covering the matters referred to in subparagraphs (iv), (v), (vi), (viii), (x), (xi) (but only as to the effect set forth statements in Exhibits C-1 the Prospectus under "Description of Debt Securities" and C-2. "Plan of Distribution"), (gxvii) The Representative(s(B) of subsection (c) above and (xviii). In addition, such counsel shall have received on the date state its belief that (1) each part of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.Statement (except for f

Conditions to Closing. The Unless waived by the Manager, the several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date), the performance by the Company of all of the obligations to be performed by it under this Agreement on or prior to the Closing Date and the satisfaction of the following conditions: (a) Subsequent to the earlier of (x) the Applicable Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities of the Company by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, properties or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that (exclusive of any amendments or supplements thereon effective subsequent to the date of this Agreement), that, in the judgment of the Manager, is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and (c) and the Representative(s) Manager shall have received received, on the Closing Date Date, a certificate, dated the Closing Date and signed by an either the chief executive officer or chief financial officer of the Company, to the effect set forth in clause (b) above and to the effect foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained in this Agreement herein are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on hereunder at or before prior to the Closing Date. The officer signing and delivering making such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters), dated the Closing Date, addressed to the Manager to the effect that: (i) each of the Company and Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) the Company has an authorized capitalization as set forth in Exhibit A.the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (eiii) all of the issued shares of capital stock of the Principal Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in the Time of Sale Prospectus and the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities and claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Manager and he are justified in relying upon such opinions and certificates); (iv) the Offered Securities have been duly authorized by the Company, and when executed and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution, delivery and performance of this Agreement by the Company and the issuance and sale of the Offered Securities by the Company will not contravene any provision of applicable law of the United States (including laws relating specifically to electric utility companies and the electric utility industry), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, and, except for the orders of the Commission making the Registration Statement effective (which have been obtained) and such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement or the issuance and sale of the Offered Securities by the Company; (vii) each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (viii) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (ix) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (x) the Company has complied with K.S.A. § 66-125 with respect to the issuance of the Securities. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Time of Sale Prospectus; and (xi) the statements in the prospectus supplement contained in the Time of Sale Prospectus and the Prospectus under “The Offering,” and in the Base Prospectus under “Description of Capital Stock” and “Description of Depositary Shares,” insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or statistical data derived therefrom that are included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), on the date on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Time of Sale Prospectus (except for the financial statements and other financial or statistical data derived therefrom that are included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the Applicable Time or as amended or supplemented, if applicable, as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (3) that the Prospectus (except for the financial statements and other financial or statistical data derived therefrom that are included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at its date or as amended or supplemented, if applicable, at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they were made, not misleading; or (4) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data derived therefrom that are included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, Time of Sale Prospectus, Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the State of Kansas and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to the Underwriters. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company. (d) The Representative(s) Manager shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel for the Underwriters, or other counsel acceptable to the Representative(s)Company, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.that: (gi) The Representative(s) shall have received on the date Company is not, and after giving effect to the offering and sale of the Underwriting Offered Securities and the application of the proceeds thereof as described in the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (ii) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and on delivery by the Closing Date lettersCompany of, dated as and the performance by the Company of its obligations under, this Agreement will not contravene any provision of the laws of the state of New York or any federal law of the United States of America that in such dates, counsel’s experience is normally applicable to general business corporations in form and substance reasonably satisfactory relation to the Representative(s), from the Company’s independent auditors, containing statements and information transactions of the type ordinarily contemplated by this Agreement, provided that such counsel expresses no opinion as to federal or state securities laws or laws relating specifically to public utility companies or the utilities industry; (iii) no consent, approval, authorization, or order of, or qualification with, any state governmental body or agency under the laws of the State of New York or any federal law of the United States of America that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the type contemplated by this Agreement is required for the execution, delivery and performance by the Company of its obligations under this Agreement, except (a) such as may be required under federal or state securities or blue sky laws or (b) relating specifically to public utility companies or the utilities industry, as to which such counsel expresses no opinion; (iv) such counsel has considered the statements included in accountants’ the Prospectus Supplement under the caption “comfort lettersUnderwriting” insofar as they summarize provisions of this Agreement, and in such counsel’s opinion, such statements fairly summarize these provisions in all material respects; and (v) such counsel has considered the statements in the Time of Sale Prospectus in the Base Prospectus under the caption “Plan of Distribution,” insofar as such statements constitute a summary of the legal matters or documents referred to underwriters therein, and in such counsel’s opinion, such statements fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that (1) the financial statements Registration Statement and certain financial information contained the Prospectus appear on their face to be appropriately responsive in or incorporated by reference into all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder; (2) nothing has come to such counsel’s attention that causes such counsel to believe that, insofar as relevant to the offering of the Offered Securities: (a) the Registration Statement, on the Time date the Registration Statement or any amendment (or any part thereof) is considered to have become effective as to the Underwriters pursuant to Section 11(d) of Sale Information the Securities Act and the Prospectus.Rule 430B(f) promul

Conditions to Closing. The several obligations of the Underwriters hereunder to purchase Debt Securities pursuant to the Terms Agreement are subject to the following conditions: : (a) Subsequent to All the earlier of (x) the Time of Sale representations and (y) the execution and delivery warranties of the Underwriting Company contained in this Agreement shall be true and prior to correct at the applicable Closing DateTime with the same force and effect as if made on and as of such Closing Time. (b) As of the applicable Closing Time, there shall not have been been, since the date of the Terms Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, as amended and supplemented, (i) any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’sany "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) any change, or any development involving a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companiesprospective change, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change in the conditionassets, business, financial condition or otherwise, or in the earnings, business or operations, results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that as amended or supplemented as of such time, that, in the reasonable judgment of the Representative(s), is material and adverse and that makes it it, in the reasonable judgment of the Representative(s), impracticable or inadvisable to market or deliver the Offered Debt Securities on the terms and in the manner contemplated in the Prospectus; and, as so amended or supplemented. (c) the The Representative(s) shall have received on at the applicable Closing Date Time a certificate, dated the applicable Closing Date Time and signed by an executive officer of the Company, to the effect set forth in clause clauses (b) (i) and (ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of at the applicable Closing Date Time and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the applicable Closing DateTime. The officer signing and delivering such certificate may rely upon the best of his knowledge with respect to Sections 1(a) and 1(k) as to proceedings contemplated or threatened. (d) The Representative(s) shall have received on at the applicable Closing Date Time (i) an opinion of counsel of ▇▇Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇, dated the Closing Date, special counsel to the effect Company, addressing the matters set forth in Exhibit A.6 (e) The Representative(s) shall have received on at the applicable Closing Date Time an opinion of a deputy general ( ), special counsel of for the CompanyUnderwriters, dated the applicable Closing DateTime, with respect to all such matters as the effect set forth in Exhibit B.Representative(s) may reasonably request. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Terms Agreement and on as of the applicable Closing Date lettersTime a letter, dated as of such datesdate, in form and substance reasonably satisfactory to the Representative(s), from independent accountants for the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” to underwriters " with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementProspectus. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Time Representative(s) by notice to the Company at any time at or prior to the applicable Closing Time, and such termination shall be without any liability of Sale Information and the Prospectusany party to any other party except as provided in Section 5. 5.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s 's securities by Standard & Poor’sany "nationally recognized statistical rating organization", a Division as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceRule 436(g)(2) under the Securities Act; (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) supplements thereto effected subsequent to the execution and delivery of the ProspectusUnderwriting Agreement), that that, in the judgment of the Manager, is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) the Representative(s) Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (bi) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (db) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel for the Underwriters, or other counsel acceptable to the Representative(s)Company, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.that: (gi) The Representative(sthe Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the power and authority to own its properties and conduct its business as described in the Prospectus; (ii) shall this Agreement has been duly authorized, executed and delivered by the Company; (iii) each of the Senior Debt Indenture and the Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act and (assuming the due execution and delivery thereof by the Trustee) is a valid and binding agreement of the Company, enforceable in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iv) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery thereof by the Warrant Agent) is a valid and binding agreement of the Company, enforceable in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company and (assuming the due execution and delivery thereof by the Agent) is a valid and binding agreement of the Company, enforceable in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vi) the Offered Securities have received on been duly authorized and, when executed and authenticated in accordance with the date provisions of the relevant Indenture, the Warrant Agreement and the Unit Agreement, as the case may be, and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of the Underwriters' Securities, or by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities and upon exercise of the Warrants pursuant to the Warrant Agreement, in the case of Warrant Securities, will be entitled to the benefits of the relevant Indenture, the Warrant Agreement and on the Closing Date lettersUnit Agreement, dated as the case may be, and will be valid and binding obligations of such datesthe Company, in form each case enforceable in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and substance reasonably satisfactory other similar laws affecting creditors' rights generally and is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vii) the Representative(s)Delayed Delivery Contracts, from if any, have been duly authorized, executed and delivered by the Company’s independent auditors, containing statements Company and information (assuming the due execution and delivery thereof by the institutional investors party thereto) are valid and binding agreements of the type ordinarily included Company enforceable in accountants’ “comfort letters” accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and is subject to underwriters general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (viii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Senior Debt Indenture, the Subordinated Debt Indenture, the Offered Securities, any Delayed Delivery Contracts, the Warrant Agreement and the Unit Agreement, if any, will not contravene any provisions of applicable law or the certificate of incorporation or by-laws of the Company and will not contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the financial cable communications industry, as to which such counsel is not called upon to express any opinion) or New York; and no consent, approval or authorization or order of or qualification with any governmental body or agency of the United States (except any consents, approvals, authorizations, orders, registrations or qualifications relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion) is required for the performance by the Company of its obligations under this Agreement, the Senior Debt Indenture, the Subordinated Debt Indenture, the Offered Securities, any Delayed Delivery Contracts, the Warrant Agreement and the Unit Agreement, if any, except such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Offered Securities; (ix) the statements (1) in the Prospectus under the captions "Description of the Senior Debt Securities and certain financial information contained Subordinated Debt Securities", "Description of Debt Warrants", "Description of Purchase Contracts", "Description of Units" and "Plan of Distribution", (2) in or incorporated by reference into the Registration StatementStatement under Item 15, in each case insofar as such statements constitute summaries of the Time of Sale Information legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the Prospectus.matters referred to therein; and

Conditions to Closing. The several obligations of the Underwriters hereunder are Initial Purchasers under this Agreement to purchase the Firm Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the performance and observance by the Company in all material respects of all covenants and agreements herein contained on its part to be performed and observed and the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusPreliminary Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) and (a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of counsel of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇.C., independent United States counsel for the Company, an opinion of De Brauw Blackstone Westbroek, independent Netherlands counsel for the Company, an opinion or certificate of Wim ▇. ▇▇▇▇▇▇ LLP▇▇▇, ▇▇neral Counsel of the Company, and an opinion for each of the Material Subsidiaries from counsel qualified to give such opinion, each dated the Closing Date, to the effect set forth in Exhibit A.Exhibits B, C, D and E respectively. (ed) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) You shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ Venture Law Group, A Professional Corporation, and Shearman & ▇▇▇▇▇▇▇▇ LLPSterling, special each United States counsel for the Underwriters, or other counsel acceptable to the Representative(s)Initial Purchasers, dated the Closing Date, to the effect set forth in Exhibits C-1 F and C-2G, respectively. (ge) The Representative(s) You shall have received received, on each of the date of the Underwriting Agreement hereof and on the Closing Date lettersa letter, dated the date hereof or the Closing Date, as of such datesthe case may be, in form and substance reasonably satisfactory to the Representative(s)you, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into each Memorandum. (f) You shall have received representations in writing from each of Jan Baan and Paul ▇▇▇n to the effect that he is a citizen of The Netherlands, that he is not a United States citizen or resident (within the meaning of Section 7701 of the Internal Revenue Code of 1986, as amended), that each of Baan Investment B.V., Baan Barneveld Beheer B.V., the Okinomos Foundation and the related Share Administration Foundation and any other trust or other entity which beneficially owns shares of capital stock of the Company on behalf of him and/or members of his family is not formed under the laws of or domiciled in the United States, and that neither he nor Baan Investment B.V. nor any such trust has any present intent to become a citizen or resident of or to become domiciled in the United States. (g) You shall have received written waivers in form satisfactory to your counsel of all rights, if any, to have securities registered as part of the registrations required to be effected by the Company pursuant to the Registration StatementRights Agreement (h) You shall have received on the Closing Date written confirmation of the admittance to trading of, or of an agreement to the admittance to trading of, the Time Offered Securities on the Amsterdam Stock Exchange, subject only to notice of Sale Information issuance. (i) The Registration Rights Agreement and the ProspectusIndenture shall have been executed and delivered by all of the parties thereto. The Initial Purchasers' obligation to purchase Additional Offered Securities hereunder is subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Offered Securities and other matters related to the issuance of the Additional Offered Securities.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible negative change or that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceRule 436(g)(2) under the Securities Act; (bii) since the date as of which information is given in the Prospectus, there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) and supplements thereto effected subsequent to the Prospectusdate of the Underwriting Agreement), that that, in the judgment of the Underwriters, is material and adverse and that makes it it, in the judgment of the Underwriters, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in by the Prospectus; and (ciii) the Representative(s) Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, Company (an "EXECUTIVE OFFICER"), (A) to the effect set forth in clause Section 4(a)(ii) hereof; and (bB) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer Executive Officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (db) The Representative(s) Underwriters shall have received on the Closing Date an opinion of Pillsbury Winthrop LLP, outside counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPto the Company, dated the Closing Date, substantially to the effect set forth in Exhibit A. (ec) The Representative(s) Underwriters shall have received on the Closing Date an opinion of a deputy general counsel ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Executive Vice President and General Counsel of the Company, dated the Closing Date, substantially to the effect set forth in Exhibit B. (fd) The Representative(s) Underwriters shall have received on the Closing Date opinions an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, with respect to the effect set forth issuance and sale of the Offered Securities, the Indenture, the Registration Statement and the Prospectus and such other matters as the Underwriters may reasonably request. With respect to Sections 4(b) and 4(d) hereof, Pillsbury Winthrop LLP and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, respectively, may state that their opinion and belief are based upon their participation in Exhibits C-1 the preparation of the Registration Statement and C-2the Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. With respect to Section 4(b) hereof, Pillsbury Winthrop LLP may rely, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of the Company contained herein and in other documents and instruments. The opinion of Pillsbury Winthrop LLP described in Section 4(b) hereof shall be rendered to the Underwriters at the request of the Company and shall so state therein. (ge) The Representative(s) Underwriters shall have received on the date of the Underwriting Agreement Prospectus and on the Closing Date letters, dated as the date of such datesthe Prospectus and the Closing Date, in form and substance reasonably satisfactory to the Representative(s)Underwriters, from the Company’s Deloitte & Touche LLP, independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are Placement Agents under this Agreement to purchase the Notes will be subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and on or prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development which is reasonably likely to result in a prospective change, in the financial condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusFinal Memorandum, that that, in your reasonable judgment, is material and adverse and that makes it it, in your reasonable judgment, impracticable or inadvisable to market or deliver the Offered Securities Notes on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificate, dated the Closing Date and signed on the Company's behalf by (and solely in the capacity of) an executive officer (or the Treasurer) of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) the Company is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Final Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify or to be in good standing would have a Material Adverse Effect; (ii) each of the domestic Material Subsidiaries of the Company is validly existing as a corporation or business trust in good standing under the laws of the jurisdiction of its incorporation, has the corporate or business trust power and authority to own its property and to conduct its business as described in the Final Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify or to be in good standing would have a Material Adverse Effect; (iii) this Agreement has been duly authorized, executed and delivered by the Company; (iv) the Registration Rights Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms except as (x) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (y) the availability of equitable remedies and the waiver of equitable rights or defenses may be limited by equitable principles of general applicability and (z) any rights to indemnity and contribution may be limited by federal and state securities laws and public policy considerations; (v) the Indenture has been duly authorized, executed and delivered by, and, assuming due execution and delivery by the Trustee, is a valid and binding agreement of, the Company, enforceable against the Company in accordance with its terms, except as (x) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (y) rights of acceleration, if applicable, and the availability of equitable remedies may be limited by equitable principles of general applicability; (vi) the Notes have been duly authorized and executed and, when authenticated and delivered to and paid for by the Placement Agents in accordance with the terms of this Agreement and assuming due authentication by the Trustee, will be (x) valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (B) rights of acceleration, if applicable, and the availability of equitable remedies may be limited by equitable principles of general applicability and (y) entitled to the benefits of the Indenture; (vii) The Representative(sConversion Shares have been duly authorized and reserved and, when issued upon conversion of the Notes in accordance with the terms of such Notes and the Indenture, will be validly issued, fully paid and nonassessable and will not be subject to any preemptive rights or similar rights; (viii) shall have received the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Notes and the Registration Rights Agreement, the issuance, sale and delivery of the Notes and the issuance and delivery of the Conversion Shares upon conversion of the Notes will not contravene (A) any existing material applicable law of the State of New York, the Delaware General Corporation Law or any existing material federal law of the United States (including but not limited to the Securities Act, the Exchange Act and the respective rules and regulations thereunder) or any existing applicable material rule or regulation of such jurisdictions known to such counsel (in each case other than any state securities or Blue Sky laws as to which such counsel need not express any opinion) (no opinion need be expressed pursuant to this subparagraph (viii)(A) as to any violation of the antifraud provisions of any securities laws, including but not limited to Section 10(b) of the Exchange Act and Rule 10b-5 thereunder), (B) the certificate of incorporation or by-laws of the Company, (C) such agreements and instruments as are listed on Exhibit C attached hereto, (D) to such counsel's knowledge, any agreements or other instruments, other than those referred to in clause (C) above, binding upon the Closing Date opinions Company or any of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPits subsidiaries that is material to the Company and its subsidiaries, special counsel taken as a whole, or (E) to such counsel's knowledge, any order to which the Company is subject; (ix) no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the Underwritersissuance of the Notes or the Conversion Shares upon conversion of the Notes or the performance by the Company of its obligations under this Agreement, the Indenture, the Registration Rights Agreement or other counsel acceptable the Notes except (x) such as may be required by the securities or Blue Sky laws of the various states and foreign authorities in connection with the offer and sale of the Notes and (y) such as may be required by the federal securities laws of the United States and the rules and regulations promulgated thereunder and the securities or Blue Sky laws of the various states in connection with the registration of the offer and sale of the Conversion Shares pursuant to the Representative(s)Registration Rights Agreement, dated the Closing Date, as to the effect set forth in Exhibits C-1 and C-2.which such counsel need express no opinion; (gx) The Representative(s) shall have received on the date statements in the Final Memorandum under the captions "Description of Notes," "Certain Transactions," "Description of Certain Indebtedness," "Certain United States Federal Income Tax Considerations," "Description of Capital Stock" and "Transfer Restrictions," in each case insofar as such statements constitute summaries of the Underwriting Agreement legal matters, documents and on the Closing Date letters, dated as of such datesproceedings referred to therein, in form and substance reasonably satisfactory to all material respects fairly present the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to such legal matters, documents and proceedings and fairly summarize the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.matters referred to therein;

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (c) the Representative(s) The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause clauses (a) and (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions obligations on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) The Representative(s) Manager shall have received on the Closing Date an opinion opinions of Piper & Marbury L.L.P., Maryland counsel of to the Company, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Vice President and General Counsel--Corporate Affairs for the Company, and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇, dated the Closing Date, special counsel to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received Exhibits A, B and C, respectively. In giving such opinion, ▇▇. ▇▇▇▇▇▇ may rely, as to matters governed by laws other than the laws of the State of California and the federal law of the United States of America, on the Closing Date an opinion or opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPand ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may rely, as to matters governed by laws other than the laws of the State of New York and the federal law of the United States of America, on an opinion of Piper & Marbury L.L.P., in each case so long as such opinion shall be dated the Closing Date and in form and substance satisfactory to the Manager, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to Underwriters. (e) The Manager shall have received on the Closing Date an opinion of special counsel for the Underwriters, or other counsel acceptable to Underwriters (the Representative(sselection of whom shall be approved by the Company), dated the Closing Date, to the effect set forth in Exhibits C-1 paragraphs (i), (ii), (iii) and C-2(iv) in Exhibit A and paragraphs (i), (ii), (iv)(2) and (3), (v) and (vi) in Exhibit C. In giving such opinion, such counsel may rely, as to matters governed by laws other than the federal law of the United States of America, on an opinion or opinions of local counsel satisfactory to the Manager, so long as each such opinion shall be dated the Closing Date and in form and substance satisfactory to the Manager, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to Underwriters. (gf) The Representative(s) Manager shall have received on the date of the Underwriting Agreement and on Closing Date a letter, dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to the Representative(s)Manager, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters in accordance with AICPA standards, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information Prospectus. (g) The Offered Securities and the ProspectusUnderlying Securities shall have been approved for listing on the New York Stock Exchange upon notice of issuance. (h) On the Closing Date, (i) the Preferred Stock shall have a rating of at least "Baa2" from ▇▇▇▇▇'▇ Investors Service, Inc. and at least "A-" from Standard & Poor's Corporation as evidenced in a letter from such rating agencies or by other evidence satisfactory to the Manager and (ii) no securities of the Company shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization and the Company shall have delivered to the Manager a letter from such rating agency (or other evidence satisfactory to the Manager), confirming that the Preferred Stock has such ratings. (i) The Manager shall have received a letter from Mr. ▇▇▇ ▇▇▇▇▇, substantially as set forth in the Prospectus in the last sentence of the fourth paragraph under the caption "Underwriting," and such letter shall remain in effect and no terms thereof shall have been violated. The several obligations of the Underwriters to purchase Additional Securities hereunder are subject to delivery to the Manager on the Option Closing Date of such opinions, certificates and documents contemplated by this Section 5 as such Manager shall reasonably request relating to the issuance of the Additional Securities.

Conditions to Closing. (a) The several obligations of each of the Underwriters Standby Purchasers to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or on the Closing Date, of the following conditions: (ai) The representations and warranties of the Company in Section 3 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made on such date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date); (ii) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, there shall not have been any downgradingMaterial Adverse Effect and no event shall have occurred or circumstance shall exist which would reasonably likely result in a Material Adverse Effect; and (iii) As of the Closing Date, nor any notice given none of any intended or potential downgrading the following events shall have occurred and be continuing: (A) trading in the rating accorded Common Stock shall have been suspended by the Commission or The NASDAQ Stock Market LLC or trading in securities generally on the New York Stock Exchange or The Nasdaq Stock Market LLC shall have been suspended or limited or minimum prices shall have been established on either such exchange or The Nasdaq Stock Market LLC, (B) a banking moratorium shall have been declared either by U.S. federal or New York State authorities or (C) there shall have occurred any material outbreak or material escalation of hostilities, declaration by the Company’s securities by Standard & Poor’sUnited States of a national emergency or war or other calamity or crisis which has a material adverse effect on the U.S. financial markets (collectively, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;“Market Adverse Effect”). (b) there shall not have occurred any change in The obligations of the conditionCompany to consummate the transactions contemplated hereunder are subject to the fulfillment, financial prior to or otherwise, or in on the earnings, business or operationsClosing Date, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (c) the Representative(s) shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect condition that the representations and warranties of each of the Company contained Standby Purchasers in this Agreement are Section 4 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made as of such date (except for representations and that the Company has complied with warranties made as of a specified date, which shall be true and correct in all material respects as of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatenedspecified date). (dc) The Representative(s) shall have received obligations of the Company and each of the Standby Purchasers to consummate the transactions contemplated hereunder in connection with the Rights Offering are subject to the fulfillment, prior to or on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to of the following conditions: (i) No judgment, injunction, decree or other legal restraint shall prohibit, or have the effect set forth in Exhibit A.of rendering unachievable, the consummation of the Rights Offering or the material transactions contemplated by this Agreement; (eii) No stop order suspending the effectiveness of the Rights Offering Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or otherwise shall have been complied with; (iii) The Representative(s) New Shares and the Securities shall have received been authorized for listing on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B.The Nasdaq Global Market; and (fiv) The Representative(s) Any applicable waiting period under the HSR Act shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, expired or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters been terminated thereunder with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectussuch purchase.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there , (i) no downgrading shall not have occurred and no notice shall have been any downgrading, nor any notice given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceRule 436(g)(2) under the Securities Act; (bii) there no change, and no development involving a prospective change, shall not have occurred any change in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of Morgan Stanley & Co. Incorporated, is material and adverse and that makes it it, in the judgment of Morgan Stanley & Co. Incorporated, impracticable or inadvisable to market or deliver the Offered Securities t▇▇ ▇▇▇ered ▇▇▇urities on the terms and in the manner contemplated in the Prospectus; and (ciii) the Representative(sCompany shall have obtained an appropriate order or orders of the NCUC authorizing the issuance, sale and delivery of the Offered Securities as contemplated by this Agreement, which order or orders at the Closing Date shall be in full force and effect and shall not be contested or the subject of review or appeal. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, Company to the effect set forth in clause (ba)(i) and (iii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Representative shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing DateDate of McGuire, Woods, Battle & Boothe LLP, special counsel to the Company, to the effect set forth in Exhibit A.that (ei) The Representative(s) shall have received on the Closing Date an opinion of Indenture has been duly qualified under the Trust Indenture Act and is a deputy general counsel valid and binding agreement of the Company, dated enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the Closing Dateenforcement of creditors' rights generally and by general equitable principles (whether considered in a proceeding at law or in equity); (ii) the Offered Securities, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be entitled to the effect set forth benefits of the Indenture and will be valid and binding obligations of the Company, in Exhibit B.each case enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether considered in a proceeding at law or in equity); (fiii) The Representative(sthe execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement, the Indenture and the Offered Securities will not contravene, conflict with, result in a breach of or constitute a default under any provision of (A) shall have received on applicable law (assuming compliance with all applicable state securities or Blue Sky laws), (B) to the Closing Date opinions best of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsuch counsel's knowledge after due inquiry, special counsel any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its subsidiaries is a party that is material to the Company and its subsidiaries, taken as a whole or (C) to the best of such counsel's knowledge after due inquiry, any judgment, order or decree of any governmental body, agency or court applicable to the Company or any subsidiary; (iv) no authorization, approval or consent of any other governmental body or agency is legally required for the issuance and sale of the Offered Securities as contemplated by the Underwriting Agreement, except (A) as may be required under the state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters, or other counsel acceptable to (B) registration of the Representative(s), dated Offered Securities under the Closing Date, to Securities Act and (C) as may be required by any securities exchange on which the effect set forth in Exhibits C-1 and C-2.Offered Securities may be listed; (gv) The Representative(s) shall have received on the date statements in the Prospectus under the captions "Description of Debentures," "Description of Debt Securities," "Underwriting" and "Plan of Distribution," in each case insofar as such statements constitute summaries of the Underwriting Agreement and on legal matters, documents or proceedings referred to therein, fairly present the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters called for with respect to such legal matters, documents and proceedings and fairly summarize the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.matters referred to therein;

Conditions to Closing. The several obligations of the Underwriters hereunder are Underwriter hereunder, as to the Shares shall be subject to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Closing Date, are true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (c) the Representative(s) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause clauses (a) and (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions obligations on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) Underwriter shall have received on the Closing Date opinions of Piper & Marbury L.L.P., Maryland counsel to the Company, Susan L. Harris, Esq., Senior Vice President and General Counsel--C▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇s for the Company, and Davis Polk & Wardwell, special counsel to the Company, dated the Cl▇▇▇▇▇ ▇▇▇▇, t▇ ▇▇▇ ▇▇fect set forth in Exhibits A, B and C, respectively. In giving such opinion, Ms. Harris may rely, as to matters governed by laws other than the ▇▇▇▇ ▇▇ ▇▇e State of California and the federal law of the United States of America, on an opinion or opinions of Davis Polk & Wardwell and Piper & Marbury L.L.P., and Davis Polk & ▇▇▇▇▇▇▇▇ ▇ay ▇▇▇▇, ▇▇ to m▇▇▇▇▇s g▇▇▇▇▇▇▇ by laws othe▇ ▇▇▇▇ ▇▇▇ la▇▇ ▇▇ ▇▇e State of New York and the federal law of the United States of America, on an opinion of Piper & Marbury L.L.P., in each case so long as such opinion shall be dated the Closing Date and in form and substance satisfactory to the Underwriter. (e) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the UnderwritersUnderwriter, shall have furnish▇▇ ▇▇ ▇ou ▇▇▇▇ opinion or other counsel acceptable to the Representative(s)opinions, dated the Closing Date, as you may reasonably request, and the Company shall have furnished to such counsel such documents as they may request for the effect set forth in Exhibits C-1 and C-2purpose of enabling them to pass upon such matters. (gf) The Representative(s) Underwriter shall have received on the date of the Underwriting Agreement hereof and on at the Closing Date lettersa letter, dated as of such datesthe date hereof or the Closing Date, respectively in form and substance reasonably satisfactory to the Representative(s)Underwriter, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters in accordance with AICPA standards, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus. (g) The Shares shall have been approved for listing on the New York Stock Exchange upon notice of issuance. (h) On the Closing Date, no securities of the Company shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization. (i) The Underwriter shall have received a letter from Mr. Eli Broad, substantially as set forth in the Prospectus in the last ▇▇▇▇▇▇▇▇ of the third paragraph under the caption "The Underwriter" and such letter shall remain in effect and no term theof shall have been violated.

Conditions to Closing. The several obligations of the Underwriters hereunder to purchase the Underwritten Securities are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any official notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’'▇ Investors ServiceService Inc., Standard & Poor's Corporation or Fitch Ratings Inc.; (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the reasonable judgment of the Manager, is material and adverse and that makes it it, in the reasonable judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Underwritten Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) no stop order suspending the Representative(seffectiveness of the Registration Statement shall have been issued. (b) The Manager shall have received on the Closing Date Date, a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Senior Vice President and General Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit A. (ed) The Representative(s) Manager shall have received on the Closing Date an opinion of a deputy general Debevoise & ▇▇▇▇▇▇▇▇, counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B. (fe) The Representative(s) Manager shall have received on the Closing Date opinions Date, an opinion of Cleary, Gottlieb, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.Exhibit C. (gf) The Representative(s) Manager shall have received on the date of the Underwriting Agreement and on Closing Date a letter, dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to the Representative(s)Manager, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” ' "COMFORT LETTERS" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementProspectus. (g) On the Closing Date special counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained. (h) The Underwritten Securities shall have been listed and admitted and authorized for trading on the New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Manager. (i) As of the execution and delivery hereof by the parties hereto (the "EXECUTION TIME"), the Time Company shall have furnished to the Manager a letter substantially in the form of Sale Information Exhibit D hereto from each officer and director of the ProspectusCompany listed on Annex I hereto addressed to the Manager.

Conditions to Closing. The several obligations of the Underwriters hereunder are hereunder, as to the Securities to be delivered at the Time of Delivery, shall be subject to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing DateTime of Delivery, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (c) the Representative(s) The Underwriters shall have received on the Closing Date Time of Delivery a certificate, dated the Closing Date Time of Delivery and signed by an executive officer of the Company, to the effect set forth in clause clauses (a) and (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date Time of Delivery and that the Company has complied with all of the agreements and satisfied all of the conditions obligations on its part to be performed or satisfied on or before the Closing DateTime of Delivery. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) The Representative(s) Underwriters shall have received on the Closing Date an opinion Time of Delivery opinions of Piper & Marbury L.L.P., Maryland counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing DateSusan L. Harris, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of Esq., Senior Vice President and General Counsel--Co▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for the Company, and Davis Polk & Wardwell, special counsel to the Company, dated the Clo▇▇▇▇ ▇▇▇▇, to ▇▇▇ ▇▇▇ect set forth in Exhibits A, B and C, respectively. In giving such opinion, Ms. Harris may rely, as to matters governed by laws other than the l▇▇▇ ▇▇ ▇▇▇ State of California and the federal law of the United States of America, on an opinion or opinions of Davis Polk & Wardwell and Piper & Marbury L.L.P., and Davis Polk & W▇▇▇▇▇▇▇ ▇▇y r▇▇▇, ▇▇ to ma▇▇▇▇▇ go▇▇▇▇▇▇ by laws other ▇▇▇▇ ▇▇▇ law▇ ▇▇ ▇▇▇ State of New York and the federal law of the United States of America, on an opinion of Piper & Marbury L.L.P., in each case so long as such opinion shall be dated the Time of Delivery and in form and substance satisfactory to the Underwriters, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to the Underwriters. (e) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Underwriters, shall have furnish▇▇ ▇▇ ▇ou ▇▇▇▇ opinion or other counsel acceptable to the Representative(s)opinions, dated such Time of Delivery, as you may reasonably request, and the Closing Date, Company shall have furnished to such counsel such documents as they may request for the effect set forth in Exhibits C-1 and C-2purpose of enabling them to pass upon such matters. (gf) The Representative(s) Underwriters shall have received on the date hereof and the Time of the Underwriting Agreement and on the Closing Date lettersDelivery a letter, dated as the date hereof or the Time of such datesDelivery, respectively, in form and substance reasonably satisfactory to the Representative(s)Underwriters, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters in accordance with AICPA standards, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, Prospectus. (g) On the Time of Sale Information Delivery, (i) the Securities shall have a rating of at least "Baa1" from Moody's Investors Service, Inc. and at least "A" from Standard & Poo▇'▇ ▇▇▇poration as evidenced in a letter from such rating agencies or by other evidence satisfactory to the Underwriters and (ii) no securities of the Company shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization and the ProspectusCompany shall have delivered to the Underwriters a letter from such rating agency (or other evidence satisfactory to the Underwriters), confirming that the Securities have such ratings.

Conditions to Closing. 6.1. The several obligations obligation of the Underwriters hereunder are Investor to close the transaction contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) Subsequent The Company shall have executed this Agreement and delivered the same to the earlier Investor. (b) Investor shall have received copies of all documents and information which it may have reasonably requested in connection with the purchase and sale of the Shares. (xc) The Company shall have delivered to the Investor a certificate of its (1) Chairman of the Board and Chief Executive Officer and (2) Chief Financial Officer, dated as of the Closing Date, to the effect that: (i) the Time of Sale representations and (y) the execution and delivery warranties of the Underwriting Company in this Agreement are true and correct, as if made on and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) subsequent to the respective dates as of which information is given in the Information Statement, there shall has not been (1) any Material Adverse Change, (2) any transaction that is material to the Company and the Subsidiaries considered as one enterprise, except transactions entered into in the ordinary course of business, (3) any obligation, direct or contingent, that is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or the Subsidiaries, except obligations incurred in the ordinary course of business, (4) any change in the capital stock or outstanding indebtedness of the Company or any Subsidiary that is material to the Company and the Subsidiaries considered as one enterprise, (5) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, or (6) any loss or damage (whether or not insured) to the property of the Company or any subsidiary which has been sustained or will have been any downgrading, nor any notice given of any intended or potential downgrading sustained which has a Material Adverse Effect. (d) The Company shall have executed a registration rights agreement substantially in the rating accorded any form attached hereto as Exhibit A and delivered the same to the Investor. (e) The Company shall have caused its legal counsel to deliver to Investor a legal opinion, dated as of the Closing Date, in substantially the form attached hereto as Exhibit B. 6.2. The obligation of the Company to close the transaction contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) The Investor shall have executed this Agreement and delivered the same to the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;. (b) there The Investor shall not have occurred any change in delivered to the conditionCompany a certificate of its President, financial or otherwise, or in the earnings, business or operations, dated as of the Company and its subsidiariesClosing Date, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (c) the Representative(s) shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained Investor in this Agreement are true and correct correct, as if made on and as of the Closing Date Date, and that the Company Investor has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on at or before prior to the Closing Date. ; (c) The officer signing Investor shall have executed a registration rights agreement substantially in the form attached hereto as Exhibit A and delivering such certificate may rely upon delivered the best of his knowledge as same to proceedings threatenedthe Company. (d) The Representative(s) Investor shall have received on delivered the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth Purchase Price as specified in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2Article 3. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are Placement --------------------- Agents under this Agreement to purchase the Notes will be subject to the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, : (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusMemorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities Notes on the terms and in the manner contemplated in the Prospectus; andMemorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering any such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., counsel for the Company, dated the Closing Date, in the form set forth in Exhibit B. The opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. shall be rendered to you at the request of the Company and shall so state therein. (d) You shall have received on the Closing Date an opinion of Brantley & ▇▇▇▇▇▇▇▇▇, P.C., Alabama communications counsel for the Company, dated the Closing Date, in the form set forth in Exhibit C. The opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇▇, dated P.C. shall be rendered to you at the Closing Date, to request of the effect set forth in Exhibit A.Company and shall so state therein. (e) The Representative(s) You shall have received on the Closing Date an opinion of a deputy general counsel of the CompanyStowers, dated the Closing DateHayes, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Georgia communications counsel for the Underwriters, or other counsel acceptable to the Representative(s)Company, dated the Closing Date, to in the effect form set forth in Exhibits C-1 Exhibit D. The opinion of Stowers, Hayes, ▇▇▇▇▇ & ▇▇▇▇▇ shall be rendered to you at the request of the Company and C-2shall so state therein. (f) You shall have received on the Closing Date an opinion of J. ▇▇▇▇▇▇ ▇▇▇▇▇▇, General Counsel of the Company, dated the Closing Date, in the form set forth in Exhibit E. The opinion of J. ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be rendered to you at the request of the Company and shall so state therein. (g) The Representative(s) You shall have received on the date Closing Date an opinion of Shearman & Sterling, counsel for the Underwriting Agreement and on Placement Agents, dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to you. (h) You shall have received on each of the Representative(s)date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to you, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementMemorandum. (i) Interstate FiberNet, the Time of Sale Information Inc., NationsBank, N.A. and the Prospectusother lenders party thereto shall have entered into an amendment to the First Amended and Restated Credit Agreement dated as of February 24, 1998, substantially in the form set forth in Exhibit F. (j) You shall have received such other certificates and documents as you or your counsel may request.

Conditions to Closing. The several obligations of the Underwriters hereunder are Placement Agent under this Agreement to purchase the Notes will be subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and on or prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's or PageMart's securities by Standard & Poor’sany "nationally recognized statistical rating organization", a Division as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the financial condition, financial or otherwise, or in the earnings, business or results of operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusPreliminary Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities Notes on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificatecertificate from the Company, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer Each of the officers signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel of for the Company, dated the Closing ▇▇▇▇, ▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect ffect set forth in Exhibit A.B. (ed) The Representative(s) You shall have received on the Closing Date an opinion of a deputy general counsel the General Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B.C. (fe) The Representative(s) You shall have received on the Closing Date opinions an opinion of Paul, Weiss, Rifkind, Wharton & Garrison, special FCC counsel for ▇▇▇ Company, da▇▇▇ ▇▇▇ Cl▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Datete, to the effect set forth in Exhibits C-1 and C-2.Exhibit D. (gf) The Representative(s) You shall have received on the date Closing Date an opinion of O'Connor & Hannan, special FCC counsel for the Underwriting Agreement and Company, dated the ▇los▇▇▇ ▇▇te, to the effect set forth in Exhibit E. (g) You shall have received on the Closing Date lettersan opinion of Shearman & Sterling, counsel for the Placement Agent, dated the Closing Date. (h) You shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as of such datesthe case may be, in form and substance reasonably satisfactory to the Representative(s)you, from the Company’s Arthur Andersen LLP, independent auditorspublic accountants, containing statements and contai▇▇▇▇ ▇tatemen▇▇ ▇▇▇ information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into each Memorandum. (i) You shall have received on the date hereof the Registration StatementRights Agreement effective as of the Closing Date and executed by the Company. (j) You shall have received on the date hereof a true and correct copy of the consent of the lenders under the Company's Revolving Credit Agreement (as defined in the Final Memorandum) necessary to consummate the Refinancing and all transactions related thereto, and to spend the amounts necessary to construct the Company's Narrowband Personal Communication Services network as described in the Final Memorandum. (k) You shall have received on the date hereof duly executed copies of the Merger Certificate executed by the Company and PageMart, and, on the Closing Date, the Time Merger Certificate shall be in full force and effect. (l) Each element of Sale Information the Refinancing will have occurred prior to, or will occur concurrently with, the Closing. (m) You shall have received such other documents and the Prospectuscertificates as are reasonably requested by you or your counsel.

Conditions to Closing. The Unless waived by the Managers, the several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date) and the performance by the Company of all the obligations to be performed by it under this Agreement on or prior to the Closing Date and the satisfaction of the following conditions: (a) Subsequent to the earlier of (x) the Applicable Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities of the Company by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, properties or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Managers, is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and (c) and the Representative(s) Managers shall have received received, on the Closing Date Date, a certificate, dated the Closing Date and signed by an either the chief executive officer or chief financial officer of the Company, to the effect set forth in clause (b) above and to the effect foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained in this Agreement herein are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on hereunder at or before prior to the Closing Date. The officer signing and delivering making such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & . ▇▇▇▇▇▇▇▇ LLP, special counsel for Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, addressed to the Managers to the effect (as applicable) that: (i) each of the Company and Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) all of the issued shares of capital stock of the Principal Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in Exhibits C-1 the Time of Sale Prospectus and C-2.the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Managers and he are justified in relying upon such opinions and certificates); (giii) The Representative(s) shall have received on the date Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the Underwriting Agreement issued shares of capital stock of the Company have been duly and on validly authorized and issued and are fully paid and non-assessable; (iv) each of the Closing Date letters, indenture dated as of August 1, 1998 (the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee (the “Senior Debt Trustee”), the indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Subordinated Debt Trustee”), the Mortgage and Deed of Trust, dated July 1, 1939, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to ▇▇▇▇▇▇ Trust and Savings Bank, as trustee (the “Mortgage Bond Trustee”), as amended and supplemented by forty-one indentures supplemental thereto (such datesMortgage and Deed of Trust, as heretofore amended and supplemented, the “Mortgage”) and as to be amended and supplemented by the supplemental indenture, to be dated as of a date indicated in a relevant prospectus supplement (the “Supplemental Indenture”) (the Mortgage, as so amended and supplemented by such supplemental indentures, the “Amended Mortgage”), has been duly authorized, executed and delivered by the Company; (v) assuming the due authorization, execution and delivery by the other parties thereto, the Amended Mortgage constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; (vi) the Amended Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Amended Mortgage, and all taxes and recording or filing fees required to be paid in connection with the execution, recording or filing of the Amended Mortgage have been duly paid; (vii) the Company has good and sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the Amended Mortgage as owned by it and subject to the lien of the Amended Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (a) minor leases and liens of judgments not prior to the lien of the Amended Mortgage, which, in form and substance reasonably satisfactory to the Representative(s)such counsel’s opinion, from do not interfere with the Company’s independent auditorsbusiness, containing statements (b) minor defects, irregularities and information deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such property and rights of- way for the purposes for which they are held by the Company, and (c) other permitted liens as defined in the Amended Mortgage; subject to the qualifications set forth in this Section 4(c)(vii), the Amended Mortgage constitutes a valid, direct first mortgage lien upon said properties and upon all franchises owned by the Company, which properties and franchises include all the physical properties and franchises of the type ordinarily included Company (other than classes of property expressly excepted in accountantsthe Amended Mortgage); all physical properties and franchises (other than classes of property expressly excepted in the Amended Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at the time of the acquisition thereof by the Company and except as described in the Time of Sale Prospectus and the Prospectus; and the descriptions of all such properties and assets contained in the granting clauses of the Amended Mortgage are correct and adequate for the purposes of the Amended Mortgage; (viii) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (ix) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (x) the Offered Securities have been duly authorized, executed, and delivered by the Company; (xi) when the Offered Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage, the Offered Securities will be valid and binding obligations of the Company, enforceable against them in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ “comfort letters” rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to underwriters the benefits of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage and to the lien of the Amended Mortgage; (xii) this Agreement has been duly authorized, executed and delivered by the Company; (xiii) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement will not contravene any provision of the laws of the State of Kansas or any federal law of the United States of America (including laws relating specifically to electric utility companies and the electric utility industry) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws, and no consent, approval or authorization of any governmental body or agency under the laws of the State of Kansas or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to the financial statements public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States of America or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, and certain financial information contained the Unit Agreement provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws; (xiv) each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (xv) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference into in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xvi) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Information Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Prospectus.Registration Statement, the Time of Sale Prospectus or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xvii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; (xiii) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities;

Conditions to Closing. The several Your obligations hereunder shall be subject, in your discretion, to the condition that all representations and warranties and other statements of the Underwriters Company herein are, at and as of the date hereof, and each Closing Date, true and correct, and the condition that the Company shall have performed all of its obligations hereunder are subject theretofore to be performed, and the following additional conditions: (a) Subsequent If required by law, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the earlier Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 1(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (xi) The Company shall not have sustained since the Time date of Sale the latest audited financial statement included in the Prospectus, any loss or interference with its business, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (yii) since the execution and delivery respective dates as of which information is given in the Underwriting Agreement and prior to the Closing Date, Prospectus there shall not have been any downgrading, nor any notice given of any intended or potential downgrading change in the rating accorded any capital stock or long-term debt of the Company’s securities Company as a whole or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operation of the Company otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being issued at such Closing Date on the terms and in the manner contemplated by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Servicethe Prospectus; (bc) On or after the date hereof there shall not have occurred any change of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the American Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State Authorities; (iii) the engagement by the United States in hostilities which have resulted in the condition, financial declaration of a national emergency or otherwise, or war if the effect of any such event specified in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth this clause in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that your reasonable judgment makes it impracticable or inadvisable to market proceed with the public offering or deliver the Offered Securities delivery of the Shares being issued at such Closing Date on the terms and in the manner contemplated in the Prospectus; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general, as, in your reasonable judgment makes it inadvisable to proceed with the sale of the Shares through you; and (cd) If requested by you, the Representative(s) Company shall have received on the furnished or caused to be furnished to you at such Closing Date a certificate, dated the Closing Date and signed by an executive officer certificates of officers of the Company, Company satisfactory to you as to the effect set forth in clause (b) above and to the effect that accuracy of the representations and warranties of the Company contained in this Agreement are true Company, herein at and correct as of the such Closing Date and that as to the performance by the Company has complied with of all of the agreements and satisfied all of the conditions on its part obligations hereunder to be performed at or satisfied on or before the prior to such Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are Placement --------------------- Agent under this Agreement to purchase the Securities will be subject to the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Silgan Holdings Inc. or ▇▇▇▇▇’▇ Investors Service;the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusPreliminary Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied pursuant to this Agreement on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of counsel of ▇▇▇Winthrop, Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general independent counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B. (fd) The Representative(s) You shall have received on the Closing Date opinions an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇, independent counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit C. (e) You shall have received on the Closing Date an opinion of Proskauer ▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, special independent counsel for the Underwriters, or other counsel acceptable to the Representative(s)Company, dated the Closing Date, to the effect set forth in Exhibits C-1 Exhibit D. (f) You shall have received on the Closing Date an opinion of Shearman & Sterling, counsel for the Placement Agent, dated the Closing Date, in form and C-2substance satisfactory to you. (g) The Representative(s) You shall have received on each of the date of the Underwriting Agreement hereof and on the Closing Date lettersa letter, dated the date hereof or the Closing Date, as of such datesthe case may be, in form and substance reasonably satisfactory to the Representative(s)you, from Ernst & Young LLP, the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the ProspectusFinal Memorandum.

Conditions to Closing. The several obligations of the Underwriters hereunder to purchase Underwritten Securities pursuant to the Terms Agreement are subject to the following conditions: : (a) Subsequent to All the earlier of (x) the Time of Sale representations and (y) the execution and delivery warranties of the Underwriting Company contained in this Agreement shall be true and prior to correct at the applicable Closing DateTime with the same force and effect as if made on and as of such Closing Time. (b) As of the applicable Closing Time, there shall not have been been, since the date of the Terms Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, in each case, as amended and supplemented, 6 10 (i) any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’sany "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) any change, or any development involving a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companiesprospective change, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change in the conditionassets, business, financial condition or otherwise, or in the earnings, business or operations, results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that as amended or supplemented as of such time, that, in the reasonable judgment of the Representative(s), is material and adverse and that makes it it, in the reasonable judgment of the Representative(s), impracticable or inadvisable to market or deliver the Offered Underwritten Securities on the terms and in the manner contemplated in the Prospectus; and, as so amended or supplemented. (c) the The Representative(s) shall have received on at the applicable Closing Date Time a certificate, dated the applicable Closing Date Time and signed by an executive officer of the Company, to the effect set forth in clause clauses (bb)(i) and (ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of at the applicable Closing Date Time and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the applicable Closing DateTime. The officer signing and delivering such certificate may rely upon the best of his knowledge knowledge, based on reasonable investigation, with respect to Section 1(a) and 1(l) as to proceedings contemplated or threatened. (d) The Representative(s) shall have received on at the applicable Closing Date Time (i) an opinion of counsel of ▇▇▇▇▇▇Fried, Frank, Harris, Shri▇▇▇ & ▇aco▇▇▇▇▇▇ LLP, dated the Closing Date, special counsel to the effect Company, addressing the matters set forth in Exhibit A.A attached hereto, and (ii) an opinion of the General Counsel of the Company, addressing the matters set forth in Exhibit B attached hereto. (e) The Representative(s) shall have received on at the applicable Closing Date Time an opinion of a deputy general Andr▇▇▇ & ▇urt▇ ▇.▇.P. (or such other counsel of selected by the CompanyRepresentative(s)), special counsel for the Underwriters, dated the applicable Closing DateTime, with respect to all such matters as the effect set forth in Exhibit B.Representative(s) may reasonably request. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Terms Agreement and on as of the applicable Closing Date lettersTime a letter, dated as of such datesdate, in form and substance reasonably satisfactory to the Representative(s), from independent accountants for the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” to underwriters " with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementProspectus. (g) If the Underwriters exercise their option provided in a Terms Agreement as set forth in Section 2 hereof to purchase all or any portion of the Option Securities, the Representative(s) shall have received: (1) A certificate, dated such Date of Delivery, signed by an executive officer of the Company, confirming that the certificate delivered at the applicable Closing Time pursuant to Section 4(c) hereof remains true and correct in all material respects as of Sale Information and the Prospectussuch Date of Delivery.

Conditions to Closing. The several obligations of the Underwriters hereunder are Initial Purchasers under this Agreement to purchase the Firm Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the performance and observance by the Company in all material respects of all covenants and agreements herein contained on its part to be performed and observed and the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusPreliminary Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) and (a)(ii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of independent counsel for the Company, an opinion for each of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPthe Material Subsidiaries (as defined in Exhibit C hereto) from the applicable special foreign counsel qualified to give such opinion, and an opinion of special New York counsel to the Company, each dated the Closing Date, to the effect set forth in EXHIBIT B, EXHIBIT C, and EXHIBIT D, respectively. (d) You shall have received on the Closing Date opinions of Venture Law Group, A Professional Corporation, counsel for the Initial Purchasers, and an opinion of special New York counsel to the Initial Purchasers, dated the Closing Date, to the effect set forth in Exhibit A.EXHIBIT E and EXHIBIT F, respectively. (e) The Representative(s) You shall have received received, on each of the date hereof and the Closing Date an opinion of a deputy general counsel of the Companyletter, dated the date hereof or the Closing Date, to as the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such datescase may be, in form and substance reasonably satisfactory to the Representative(s)you, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into each Memorandum. (f) You shall have received written waivers in form satisfactory to your counsel of all rights, if any, to have securities registered as part of the registrations required to be effected by the Company pursuant to the Registration StatementRights Agreement (g) The Registration Rights Agreement and the Indenture shall have been executed and delivered by all of the parties thereto. The Initial Purchasers' obligation to purchase Additional Offered Securities hereunder is subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the Time due authorization and issuance of Sale Information the Additional Offered Securities and other matters related to the Prospectusissuance of the Additional Offered Securities.

Conditions to Closing. The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than [●] (New York City time) on the date hereof. The several obligations of the Underwriters hereunder are subject to the following further conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) Date there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and Prospectus that, in the ProspectusRepresentative’s judgment, that is material and adverse and that makes it it, in the Representative’s judgment, impracticable or inadvisable to market or deliver the Offered Securities Shares on the terms and in the manner contemplated in the Time of Sale Prospectus; and. (cb) the Representative(s) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (dc) The Representative(s) Underwriters shall have received on the Closing Date an opinion and negative assurance letter of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Bird LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general U.S. outside counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus; (ii) each Significant Subsidiary (as such term is defined in Rule 1-02(w) of the Commission’s Regulation S-X) of the Company incorporated in the United States is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus; (iii) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus; (iv) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement (including Shares to be deposited pursuant to the Custodian Agreement), will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights arising under the certificate of incorporation of the Company, by-laws of the Company, the Delaware General Corporation Law or any agreement or other instrument binding upon the Company or any of its subsidiaries that is (i) listed as an exhibit to, or incorporated by reference into, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 or Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 or the Registration Statement, in each case pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K or (ii) described as a “material definitive agreement” (pursuant to Item 1.01 of Form 8-K) in any Current Report on Form 8-K filed by the Company between March 31, 2019 and the Closing Date; (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the Custodian Agreement has been duly authorized, executed and delivered by the Company; (vii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the issuance and delivery of the Shares and SDRs to be delivered under this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is (i) listed as an exhibit to, or incorporated by reference into, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 or Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 or the Registration Statement, in each case pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K (excluding contravention of financial ratios or tests) or (ii) described as a “material definitive agreement” (pursuant to Item 1.01 of Form 8-K) in any Current Report on Form 8-K filed by the Company between March 31, 2019 and the Closing Date, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary which judgment, order or decree is listed as an exhibit to such counsel’s opinion letter, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency of the United States that would be applicable to general business entities with respect to such performance is required for the performance by the Company of its obligations under this Agreement and the issuance and delivery of the Shares and the SDRs to be delivered under this Agreement, except such as has already been obtained or effected under the Securities Act and the Exchange Act or may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares and the SDRs; (viii) the statements relating to legal matters, documents or proceedings included in (A) the Time of Sale Prospectus and the Prospectus under the captions “Material U.S. Federal Tax Consequences” and “Description of Capital Stock,” (B) the Prospectus under the caption “Underwriting” and (C) the Registration Statement in Items 14 and 15, in each case fairly summarize in all material respects such matters, documents or proceedings; (ix) the Company is not, and after giving effect to (i) the offering and sale of the Shares and SDRs and the application of the proceeds thereof as described in the Prospectus and (ii) the offering and sale of Securities and the application of the proceeds thereof as described in the prospectus for the Concurrent Offering will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; and (x) (A) in the opinion of such counsel, (1) each document filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion) appeared on its face to be appropriately responsive as of its filing date in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) the Registration Statement and the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, and (B) nothing has come to the attention of such counsel that causes such counsel to believe that (1) the Registration Statement (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) the Time of Sale Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as of the date of this Agreement or as amended or supplemented, if applicable, as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (3) the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel need not express any belief) as of its date or as amended or supplemented, if applicable, as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Representative(s) Underwriters shall have received on the Closing Date opinions an opinion and negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 5(c)(iv), 5(c)(v), 5(c)(viii) (but only as to the statements in each of the Time of Sale Prospectus and the Prospectus under “Underwriting”) and 5(c)(x)(A)(2), 5(c)(x)(B)(1), 5(c)(x)(B)(2) and 5(c)(x)(B)(3) above. (e) The Underwriters shall have received on the Closing Date an opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive Vice President, Legal Affairs, General Counsel and Secretary of the Company, dated the Closing Date (the “In-House Opinion”), to the effect that: (i) the Company has been duly incorporated under the laws of the jurisdiction of its incorporation and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) each of the subsidiaries of the Company specified in Annex A to the In-House Opinion (each a “Material Subsidiary”) that was formed in the United States has been duly organized and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) each Material Subsidiary of the Company incorporated in a jurisdiction other than the United States is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus; (iv) the shares of Common Stock and SDRs outstanding prior to the issuance of the Shares and SDRs in accordance with this Agreement have been duly authorized and are validly issued, and (in the case of Common Stock) are fully paid and non-assessable, and (in the case of SDRs) are enforceable and the persons in whose names the SDRs evidencing such Common Stock are registered are entitled to the rights specified in the Custodian Agreement and in the General Terms and Conditions; (v) all of the issued shares of capital stock of each Material Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, are (except as disclosed in the Time of Sale Prospectus) owned directly or indirectly by the Company, and are owned free and clear of all liens, encumbrances, equities or claims; (vi) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the issuance and delivery of the Shares and SDRs to be delivered under this Agreement will not contravene any provision of, to the best of such counsel’s knowledge, any agreement or other counsel acceptable instrument binding upon the Company or any of its subsidiaries that is material to the Representative(s)Company and its subsidiaries, taken as a whole, or, to the best of such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency of a jurisdiction other than the United States is required for the performance by the Company of its obligations under this Agreement and the issuance and delivery of the Shares and SDRs to be delivered under this Agreement; and (vii) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its Material Subsidiaries is a party or to which any of the properties of the Company or any of its Material Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. (f) The Underwriters shall have received on the Closing Date an opinion of Advokatfirman ▇▇▇▇▇ KB, outside Swedish counsel for the Company, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.that: (gi) The Representative(s) shall have received on the date Custodian Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Underwriting Company, enforceable in accordance with its terms; (ii) assuming the Common Stock underlying any SDRs outstanding prior to the issuance of the Shares and SDRs in accordance with this Agreement has been duly authorized, such SDRs outstanding prior to such issuance have been duly authorized, are validly issued and are enforceable, and the persons in whose names the SDRs evidencing such Common Stock are registered are entitled to the rights specified in the Custodian Agreement and on in the Closing Date lettersGeneral Terms and Conditions; (iii) upon the deposit of the Shares underlying the SDRs to be delivered to the Underwriters in accordance with the provisions of the Custodian Agreement and the General Terms and Conditions, dated as the persons in whose names the SDRs evidencing such Shares are registered will be entitled to the rights specified in this Agreement and the Custodian Agreement and, in the General Terms and Conditions; (iv) assuming the Shares have been duly authorized, when issued and delivered in accordance with the terms of this Agreement and the Custodian Agreement in the form of SDRs, such SDRs will be valid and enforceable, and the issuance of such datesSDRs will not be subject to any preemptive or similar rights; (v) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the issuance and delivery of the Shares and SDRs to be delivered under this Agreement, will not contravene any provision of Swedish law, the rules and regulations of Nasdaq Stockholm or good stock market practice in form Sweden (Sw. god sed på värdepappersmarknaden), and substance reasonably satisfactory no further consent, approval, authorization or order of, or qualification with, any Governmental body or agency of Sweden is required for the performance by the Company of its obligations under this Agreement and the issuance and delivery of the Shares and SDRs to be delivered under this Agreement; (vi) the Custodian Agreement and the General Terms and Conditions conform in all material respects to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information descriptions thereof contained in or incorporated by reference into the Registration Statement, each of the Time of Sale Information Prospectus and the Prospectus.; (vii) the statements relating to legal matters, documents or proceedings included in each of the Time of Sale Prospectus and the Prospectus under the capti

Conditions to Closing. The several obligations of the Underwriters hereunder are Placement Agents under this Agreement to purchase the Securities will be subject to the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusPreliminary Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ Dechert Price & ▇▇▇▇▇▇▇ LLP, dated the Closing DateNew York, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general New York, special counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B. (fd) The Representative(s) You shall have received on the Closing Date opinions an opinion of ▇▇▇▇▇ ▇▇▇▇ & . ▇▇▇▇▇▇▇▇ LLP, special counsel for General Counsel and Secretary of the Underwriters, or other counsel acceptable to the Representative(s)Company, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.Exhibit C. (ge) The Representative(s) You shall have received on the date Closing Date an opinion of Shearman & Sterling, counsel for the Placement Agents, dated the Closing Date, in form and substance satisfactory to you. (f) You shall have received on each of the Underwriting Agreement date hereof and on the Closing Date lettersa letter, dated the date hereof or the Closing Date, as of such datesthe case may be, in form and substance reasonably satisfactory to the Representative(s)you, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into annexed to the Registration StatementFinal Memorandum. (g) Before the Closing Date, the Time of Sale Information Company shall have obtained a waiver from the lenders under the bank credit facility among International Mill Service, Inc., the Company and the Prospectuslenders party thereto dated December 19, 1995, as amended (the "Bank Credit Facility"), or such Bank Credit Facility shall have been amended, and you shall have received a copy of such waiver or amendment which in effect shall provide that consummation of the transactions contemplated hereby does not in any way violate or contravene the provisions of the Bank Credit Facility.

Conditions to Closing. The several Your obligations hereunder shall be subject, in your discretion, to the condition that all representations and warranties and other statements of the Underwriters Company herein are, at and as of the date hereof, and each Closing Date, true and correct, and the condition that the Company shall have performed all of its obligations hereunder are subject theretofore to be performed, and the following additional conditions: (a) Subsequent If required by law, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the earlier Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 1(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (xi) The Company shall not have sustained since the Time date of Sale the latest audited financial statement included in the Prospectus, any loss or interference with its business, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (yii) since the execution and delivery respective dates as of which information is given in the Underwriting Agreement and prior to the Closing Date, Prospectus there shall not have been any downgrading, nor any notice given of any intended or potential downgrading change in the rating accorded any capital stock or long-term debt of the Company’s securities Company as a whole or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operation of the Company otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your reasonable judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units being issued at such Closing Date on the terms and in the manner contemplated by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Servicethe Prospectus; (bc) On or after the date hereof there shall not have occurred any change of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the American Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State Authorities; (iii) the engagement by the United States in hostilities which have resulted in the condition, financial declaration of a national emergency or otherwise, or war if the effect of any such event specified in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth this clause in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that your reasonable judgment makes it impracticable or inadvisable to market proceed with the public offering or deliver the Offered Securities delivery of the Units being issued at such Closing Date on the terms and in the manner contemplated in the Prospectus; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general, as, in your reasonable judgment makes it inadvisable to proceed with the sale of the Units through you; and (cd) If requested by you, the Representative(s) Company shall have received on the furnished or caused to be furnished to you at such Closing Date a certificate, dated the Closing Date and signed by an executive officer certificates of officers of the Company, Company satisfactory to you as to the effect set forth in clause (b) above and to the effect that accuracy of the representations and warranties of the Company contained in this Agreement are true Company, herein at and correct as of the such Closing Date and that as to the performance by the Company has complied with of all of the agreements and satisfied all of the conditions on its part obligations hereunder to be performed at or satisfied on or before the prior to such Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations (a) Immediately following execution of the Underwriters hereunder are subject to the following conditionsthis Agreement or as soon as practicable thereafter: (ai) Subsequent prior to the earlier execution of (x) this agreement and the Time of Sale and (y) Closing Date, the execution and delivery directors of the Underwriting Agreement Company and a majority of the shareholders of the Company, prior to the Closing Date, shall effect a reverse split of the Company’s Common Stock on a 1:10,000 basis with fractional shares rounded up to the nearest whole share and any blocks with fewer than 1,500 shares, after giving effect to the initial split and rounding of fractional shares, shall be rounded up to lots of 1,500 shares. The Company’s authorized shares of Common Stock shall then be increased to 200,000,000 shares and the par value shall be reduced down to $0.0001 per share, after giving effect to the reverse stock split and rounding. . In addition to the 200,000,000 shares of authorized Common Stock, there shall also be authorized for issuance, an aggregate of 10,000,000 shares of preferred stock, of which 9,999,000 shares remain authorized but undesignated and 100 shares remain authorized and designated as Series B Preferred Stock, $0.0001 par value, all of which remain issued and outstanding. The preferred stock of the Company shall not have been any downgradingaffected by the reverse stock split and all of the designations, nor any notice given of any intended limitations, rights and preferences shall remain the same except that where voting or potential downgrading conversion relate to Common Stock, those rights and preferences as set forth in the rating accorded any designation of Series B Preferred Stock shall, following the aforementioned 1:10,000 reverse stock split, relate to the split adjusted Common Stock of the Company’s securities by Standard & Poor’s, a Division . The appropriate filings effecting the same shall be filed with the Secretary of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceState of the State of Nevada and FINRA notice provided; (bii) there shall not have occurred any change in the condition, financial or otherwise, or in the earnings, business or operations, officers of the Company and its subsidiaries, taken as a whole, from that set forth in majority of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (c) the Representative(s) shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer shareholders of the Company, prior to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, shall amend the articles of incorporation of the Company to effect the name change to “Everhome Realty, Corp.” along with the appropriate notice given to the effect set forth Financial Industry Regulatory Authority (“FINRA”)along with a request for a change in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditorstrading symbol; (iii) the Company shall issue to Friction & Heat, containing statements and information LLC or its designees listed on Schedule 1.5(a)(iii) hereto, 1,077,763 restricted shares of its common stock on a post split basis representing approximately 5% of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements issued and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.outstanding shares. The certificate(s) issued shall bear a standard Rule 144 legend

Conditions to Closing. The several obligations of the Underwriters hereunder are hereunder, as to the Securities to be delivered at the Time of Delivery, shall be subject to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing DateTime of Delivery, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (c) the Representative(s) The Underwriters shall have received on the Closing Date Time of Delivery a certificate, dated the Closing Date Time of Delivery and signed by an executive officer of the Company, to the effect set forth in clause clauses (a) and (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date Time of Delivery and that the Company has complied with all of the agreements and satisfied all of the conditions obligations on its part to be performed or satisfied on or before the Closing DateTime of Delivery. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) The Representative(s) Underwriters shall have received on the Closing Date an opinion Time of Delivery opinions of Piper & Marbury L.L.P., Maryland counsel of to the Company, Susan L. Harris, Esq., Senior Vic▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of General Counsel--Corporate Affairs for the Company, dated the Closing Dateand Davis Polk & Wardwell, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of special co▇▇▇▇▇ ▇▇ ▇▇▇ & he ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 A, B and C-2C, respectively. In giving such opinion, Ms. Harris may rely, as to matter▇ ▇▇▇▇▇▇▇▇ by laws other than the laws of the State of California and the federal law of the United States of America, on an opinion or opinions of Davis Polk & Wardwell and Piper & ▇▇▇▇▇▇▇ ▇.L.▇., ▇▇▇ Davis ▇▇▇▇ & ▇▇▇▇▇▇▇l may rely, a▇ ▇▇ ▇▇▇▇▇rs ▇▇▇▇▇▇▇▇ by laws other than the laws of the State of New York and the federal law of the United States of America, on an opinion of Piper & Marbury L.L.P., in each case so long as such opinion shall be dated the Time of Delivery and in form and substance satisfactory to the Underwriters, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to the Underwriters. (ge) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for t▇▇ ▇▇▇▇rwr▇▇▇▇s, shall have furnished to you such opinion or opinions, dated such Time of Delivery, as you may reasonably request, and the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters. (f) The Representative(s) Underwriters shall have received on the date hereof and the Time of the Underwriting Agreement and on the Closing Date lettersDelivery a letter, dated as the date hereof or the Time of such datesDelivery, respectively, in form and substance reasonably satisfactory to the Representative(s)Underwriters, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters in accordance with AICPA standards, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, Prospectus. (g) On the Time of Sale Information Delivery, (i) the Securities shall have a rating of at least "Baa1" from Moody's Investors Service, Inc. a▇▇ ▇▇ ▇east "A" from Standard & Poor's Corporation as evidenced in a letter from such rating agencies or by other evidence satisfactory to the Underwriters and (ii) no securities of the Company shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization and the ProspectusCompany shall have delivered to the Underwriters a letter from such rating agency (or other evidence satisfactory to the Underwriters), confirming that the Securities have such ratings.

Conditions to Closing. The several obligations of the Underwriters --------------------- hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it it, in the judgment of the Representatives, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Representatives shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba) (i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Representatives shall have received on the Closing Date an opinion of counsel of Jenkens & ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, a Professional Corporation, counsel for the Company, dated the Closing DateDate addressed to the Representatives and in form and substance satisfactory to Underwriters' counsel, to the effect that: (i) Each of the Company and its subsidiaries: (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (B) is duly qualified and in good standing as a foreign corporation in each jurisdiction where the Company has certified to such counsel that it owns, leases or licenses properties, maintains employees or conducts business, except for those failures to be so qualified or in good standing which will not in the aggregate have a material adverse effect on the Company and its subsidiaries taken as a whole; and (C) has all requisite corporate power and authority to own, lease and license its respective properties and conduct its business as described in the Registration Statement and the Prospectus. All of the issued and outstanding capital stock of each subsidiary of the Company has been duly and validly issued and is fully paid and nonassessable and was not issued in violation of any statutory preemptive rights or, to such counsel's knowledge, contractual preemptive rights and is owned directly or indirectly by the Company, free and clear of any lien, encumbrance, security interest or, to such counsel's knowledge, any claim, restriction on transfer, shareholders' agreement, voting trust or other defect of title whatsoever. (ii) The authorized capital stock of the Company is as set forth in Exhibit A.the Registration Statement and the Prospectus. All of the outstanding shares of common stock of the Company are duly and validly authorized and issued, are fully paid and nonassessable and were not issued in violation of or subject to any statutory preemptive rights or, to such counsel's knowledge, contractual preemptive rights. The Offered Securities to be delivered on the Closing Date have been duly and validly authorized and, when delivered by the Company and paid for by the several Underwriters in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable and will not have been issued in violation of or subject to any statutory preemptive rights or, to such counsel's knowledge, contractual preemptive rights. (eiii) This Agreement has been duly and validly authorized, executed and delivered by the Company. (iv) To such counsel's knowledge, there is no legal or governmental suit or proceeding or investigation before any court or before or by any public, regulatory or governmental agency or body pending or threatened against the Company or any of its subsidiaries or their business or properties, which is of a character required to be disclosed in the Registration Statement and the Prospectus that has not been disclosed therein. (v) The Representative(sexecution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company do not and will not (A) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any material agreement, instrument, franchise, license or permit certified to such counsel by an officer of the Company to which the Company or any of its subsidiaries is a party or by which any of such corporations or their respective properties or assets may be bound; (B) violate or conflict with any provision of the articles of incorporation or bylaws of the Company or any of its subsidiaries, or any statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets or, to the knowledge of such counsel, any judgment, decree or order of any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets; or (C) to such counsel's knowledge, require any consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, except (in the case of clause (C) above) for any such consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits as may be required by the NASD or under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters (as to which such counsel need express no opinion) and such as have been made or obtained under the Securities Act. (vi) The Registration Statement and the Prospectus and any amendments thereof or supplements thereto (other than the exhibits and the financial statements and schedules and other financial or statistical data included therein, as to which no opinion need be rendered) comply as to form in all material respects within the requirements of the Securities Act. (vii) The Registration Statement has become effective under the Securities Act, and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any post- effective amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission and all filings required by Rule 424(b) under the Securities Act have been made within the time periods required thereby. (viii) The Offered Securities have been approved for listing, and the Offered Securities to be sold under this Agreement to the Underwriters have been duly authorized for listing, subject to notice of issuance, on the New York Stock Exchange. (ix) To such counsel's knowledge, other than as disclosed in the Registration Statement and the Prospectus, no holders of securities of the Company have rights which have not been satisfied or waived to the registration of shares of capital stock or other securities of the Company because of the filing of the Registration Statement by the Company, or the offering contemplated thereby. (x) To such counsel's knowledge, each of the Company and its subsidiaries has obtained all Licenses as are necessary or required for the ownership, leasing and operation of its properties and the conduct of its business as now being conducted. In addition, such counsel shall state that such counsel has participated in conferences with officers and representatives of the Company, representatives of the independent public accountants for the Company and the Underwriters at which the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for and has not verified the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus, and has not made any independent check or verification thereof, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided by officers and other representatives of the Company), no facts have come to the attention of such counsel that lead such counsel to believe that either the Registration Statement at the time it became effective (including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable), or any amendment thereof made prior to the Closing Date as of the date of such amendment, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date (or any amendment thereof or supplement thereto made prior to the Closing Date as of the date of such amendment or supplement) and as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no belief or opinion with respect to the exhibits and the financial statements and other financial and statistical data included therein). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to Underwriters' counsel) of other counsel reasonably acceptable to Underwriters' counsel, familiar with the applicable laws; (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and certificates or other written statements of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company and its subsidiaries, provided that copies of any such statements or certificates shall be delivered to Underwriters' counsel. The opinion of such counsel for the Company shall state that the opinion of any such other counsel is in form satisfactory to such counsel and, in their opinion, you and they are justified in relying thereon. (d) The Representatives shall have received on the Closing Date an opinion of a deputy general counsel of the Companyletter, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s)Representatives, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Applicable Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any Issuer or any of the Company’s securities of any Issuer by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial fi- nancial or otherwise, or in the earnings, business or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Managers, is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and (c) and the Representative(s) Managers shall have received received, on the Closing Date Date, a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained in this Agreement herein are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering making such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇Arthur R. Block, Esquire, Senior ▇▇▇▇ & ▇▇▇▇▇▇▇ LLPsident, General Counsel and Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters), dated the Closing Date, to the effect (as applicable) that: (i) the Company has been duly incorporated, is validly existing as a corporation subsisting under the laws of the Commonwealth of Pennsylvania and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) all of the issued shares of capital stock of each Cable Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors' qualifying shares and except as otherwise set forth in Exhibit A.the Time of Sale Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Managers and he are justified in relying upon such opinions and certificates); (eiii) the Company has an authorized capitalization as set forth in the Time of Sale Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iv) each of the Senior Indenture dated as of January 7, 2003 among the Company, the Cable Guarantors (other than Comcast MO of Delaware, LLC) and The Bank of New York, as trustee (the "Trustee"), as amended by the First Supplemental Indenture dated as of March 25, 2003 among the Company, the Cable Guarantors and the Trustee (the "Senior Indenture"), and the Subordinated Indenture to be dated as of a date indicated in a relevant prospectus supplement (the "Subordinated Indenture") among the Company and the Cable Guarantors and The Bank of New York, as trustee, has been duly authorized, executed and delivered by the Company; (v) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (vi) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (vii) the Offered Company Securities have been duly authorized by the Company; (viii) this Agreement has been duly authorized, executed and delivered by the Company; (ix) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by each Issuer of, and the performance by each Issuer of its obligations under, this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, will not contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of any Issuer or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon such Issuer, and, except for the orders of the Commission making the Registration State- ment effective and the Senior Indenture and the Subordinated Indenture qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") (which have been obtained) and such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by any Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any; (x) subject to such qualification as may be set forth in the Time of Sale Prospectus, the Company and its subsidiaries have, and are in material compliance with, such franchises, and to the best knowledge of such counsel after reasonable investigation, such licenses and authorizations, as are necessary to own their cable communications properties and to conduct their cable communications business in the manner described in the Time of Sale Prospectus, except where the failure to have, or comply with, such franchises, licenses and authorizations would not have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole, and such franchises, licenses and authorizations contain no materially burdensome restrictions not adequately described in the Time of Sale Prospectus, which restrictions would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole; (xi) the statements (A) in Item 3 of the Company's most recent Annual Report on Form 10-K incorporated by reference in the Time of Sale Prospectus, (B) in Part II, Item 1 under the caption "Legal Proceedings" of the Company's most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or pro- ceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xii) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Time of Sale Prospectus and is not so described or of any contract or other document which is required to be described in the Registration Statement or the Time of Sale Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xiii) the securities into which the Offered Company Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the "Underlying Securities"), have been duly authorized and reserved for issuance; and (xiv) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities. (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which such counsel is not called upon to express any belief), on the date on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Time of Sale Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the Applicable Time or as amended or supplemented, if applicable, as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (3) that the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date of the Underwriting Agreement or as amended or supplemented, if applicable, at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they are made, not misleading; or (4) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, Time of Sale Prospectus, Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the Commonwealth of Pennsylvania and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to the Underwriters. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company. (d) The Representative(s) Managers shall have received on the Closing Date an opinion of a deputy general counsel of the CompanyDavis Polk & Wardwell, special c▇▇▇▇▇▇ ▇▇▇ th▇ ▇▇▇▇▇▇y, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) The Representative(seach Cable Guarantor is a corporation or limited liability company duly incorporated or duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation; (ii) shall have received on each of the Closing Date opinions Senior Indenture and the Subordinated Indenture has been duly authorized, executed and delivered by each Cable Guarantor and assuming each of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Senior Indenture and the Subordinated Indenture has been duly authorized, special counsel for executed and delivered by the UnderwritersCompany and duly executed and delivered by the respective trustee thereto, each of the Senior Indenture and the Subordinated Indenture is a valid and binding agreement of each Issuer, enforceable against each Issuer in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, in- solvency, fraudulent transfer, moratorium or other counsel acceptable similar laws affecting creditors' rights generally from time to time in effect and to general equity principles); (iii) assuming the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and duly executed and delivered by the Warrant Agent, the Warrant Agreement, if any, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles); (iv) assuming the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company and duly executed and delivered by the Agent, the Unit Agreement, if any, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles); (v) the Additional Guarantee, if any, has been duly authorized, executed and delivered by each Cable Guarantor and is a valid and binding agreement of each Cable Guarantor, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles); (vi) the Cable Guarantees have been duly authorized, and, assuming the Offered Company Securities have been authorized by the Company, when the Offered Company Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture or Subordinated Indenture, the Offered Securities and the Debt Securities will be valid and binding obligations of the Issuers, enforceable against them in accordance with their terms (subject, as to enforcement or remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and to general equity principles), and will be entitled to the Representative(s), dated benefits of the Closing Date, to the effect set forth in Exhibits C-1 and C-2relevant Senior Indenture or Subordinated Indenture. (gvii) The Representative(sthis Agreement has been duly authorized, executed and delivered by each Cable Guarantor party hereto; (viii) shall have received on the date each of the Underwriting Senior Indenture and the Subordinated Indenture has been duly qualified under the Trust Indenture Act; (ix) except as rights to indemnity and contribution under this Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statementmay be limited under applicable law, the Time of Sale Information execution and delivery by each Issuer of, and the Prospectus.performance by each Issuer of its ob

Conditions to Closing. The several obligations of the Underwriters hereunder are Placement Agents under this Agreement to purchase the Certificates will be subject to the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities 's securities, including the Certificates, by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusPreliminary Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities Certificates on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date (i) an opinion of counsel of ▇Fulbright & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPL.L.P., independent counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A. B, (eii) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel General Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. C, (fiii) The Representative(s) shall have received on the Closing Date opinions an opinion of Ober, Kaler, ▇▇▇▇▇▇ ▇▇▇▇ & and ▇▇▇▇▇▇▇▇ LLP, special independent counsel for the Underwriters, or other counsel acceptable to the Representative(s)Trustee and Paying Agent, dated the Closing Date, to the effect set forth in Exhibits C-1 Exhibit D, (iv) an opinion of Morris, James, Hitchens & ▇▇▇▇▇▇▇▇, counsel for the Escrow Agent, dated the Closing Date, to the effect set forth in Exhibit E and C-2.(v) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Depositary, dated the Closing Date, to the effect set forth in Exhibit F. (gd) The Representative(s) You shall have received on the date Closing Date an opinion of Shearman & Sterling, counsel for the Underwriting Agreement and on Placement Agents, dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to you. (e) You shall have received on each of the Representative(s)date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to you, from Ernst & Young L.L.P., the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Final Memorandum. (f) The Company shall have furnished to you and to counsel for the Placement Agents, in form and substance satisfactory to you, such other documents, certificates and opinions as such counsel may reasonably request in order to pass upon the matters referred to in Section 4(d) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. (g) Each of the Appraisers shall have furnished to you a letter from such Appraiser, addressed to the Company and dated the Closing Date, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates, (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions and (iv) is undertaking to provide its consent to the use of its appraisal in the Registration Statement. (h) At the Closing Date, each of the Operative Documents (other than the Indentures, Leases and Participation Agreements) shall have been duly executed and delivered by each of the parties thereto; the representations and warranties of the Company contained in each of such executed Operative Documents shall be true and correct as of the Closing Date (except to the extent that they relate solely to an earlier date in which case they shall be true and correct as of such earlier date) and you shall have received a certificate of a Vice President of the Company, dated as of the Closing Date, to such effect. (i) On the Closing Date, the Time Certificates shall be rated "A-" in the case of Sale Information the Certificates of the Class A Trust, "BBB-" in the case of the Certificates of the Class B Trust, "BB-" in the case of the Certificates of the Class C Trust and "B" in the Prospectuscase of the Certificates of the Class D Trust, by Standard & Poor's Ratings Group; and "Baa1" in the case of the Certificates of the Class A Trust, "Ba1" in the case of the Certificates of the Class B Trust, "Ba3" in the case of the Certificates of the Class C Trust and "B2" in the case of the Certificates of the Class D Trust by ▇▇▇▇▇'▇ Investors Service, Inc. (j) At the Closing Date, the Registration Rights Agreement, attached as Exhibit A hereto, shall have been duly executed and delivered and be in full force and effect.

Conditions to Closing. The several obligations of the Underwriters --------------------- hereunder are subject to the accuracy, on and as of the date of the Underwriting Agreement and the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company and its officers made in any certificates delivered pursuant hereto, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment or supplement thereto) and thereto on or after the Prospectusdate hereof), that is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Managers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the reasonable best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of Jenkens & ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Datea Professional Corporation, counsel to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (ii) each Material Corporate Subsidiary has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (iii) each Material Partnership has been duly formed and is validly existing under the laws of its jurisdiction of formation and has the partnership power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties, and each is duly qualified as a foreign partnership authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (vi) the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability; (vii) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for (A) by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of Underwriters' Securities, or (B) by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with their respective terms except as (1) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (2) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability; (viii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Offered Securities and the Transaction Documents will not contravene any provision of applicable law, or the certificate of incorporation or bylaws of the Company or, to the best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its Material Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its Subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Offered Securities, or the Transaction Documents except such as may be required by the securities or Blue Sky laws of the various states in connection with the purchase and distribution of the Offered Securities by the Underwriters; (ix) the statements in the Prospectus under the captions "Description of the Debt Securities" and "Plan of Distribution," in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (x) to the knowledge of such counsel, there are not any legal or governmental proceedings pending or threatened to which the Company or any of its Material Subsidiaries is a party or to which any of the properties of the Company or any of its Material Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and that are not so described or incorporated by reference or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement and that are not described, filed or incorporated as required; (xi) the Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended; and (xii) such counsel (A) is of the opinion that each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Prospectus (except for financial statements and schedules included therein as to which such counsel need not express any opinion), complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (B) is of the opinion that the Registration Statement and Prospectus (except for financial statements and schedules as to which such counsel need not express any opinion), comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. In addition, such counsel shall state his belief that (1) each part of the Registration Statement (except for financial statements and schedules as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to and statements of the underwriters), when such part became effective did not, and, as of the date such opinion is delivered, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Prospectus (except for financial statements and schedules as to which such counsel need not express any belief), as of the date such opinion is delivered, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state that his belief is based upon his participation in the preparation of the Registration Statement and Prospectus, any amendments or supplements thereto and any documents incorporated therein by reference, his consultation with other officers of the Company who have participated in the preparation of the Registration Statement and Prospectus, any amendments or supplements thereto and any documents incorporated therein by reference and upon his review and discussion of the contents thereof, but are without independent check or verification, except as specified. (d) The Representative(s) Managers shall have received on the Closing Date opinions an opinion of ▇▇▇▇▇ ▇▇▇▇ Jenkens & ▇▇▇▇▇▇▇▇ LLP▇▇, special a Professional Corporation, counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, covering the matters referred to in subparagraphs (iv), (v), (vi), (ix) (but only as to the effect set forth statements in Exhibits C-1 the Prospectus under "Description of Debt Securities" and C-2. "Plan of Distribution") and (gxii) The Representative(s(B) of subsection (c) above. In addition, such counsel shall have received on the date state its belief that (1) each part of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the Registration Statement (except for financial statements and certain financial information contained in or incorporated by reference into schedules as to which such counsel need not express any belief and except for that part of the Registration StatementStatement that constitutes the Form T-1 heretofore referred to), when such part became effective did not, and, as of the Time date such opinion is delivered, does not contain any untrue statement of Sale Information a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the ProspectusProspectus (except for financial statements and schedules as to which such counsel need not express any belief) as of the date such opinion is delivered does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state that its belief is based upon its participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and upon its review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. The opinion of counsel to the Company described in subsection (c) above shall be rendered to Underwriter's counsel at the request of the Company and shall so state therein.

Conditions to Closing. The Unless waived by the Managers, the several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date) and the performance by the Company of all the obligations to be performed by it under this Agreement on or prior to the Closing Date and the satisfaction of the following conditions: (a) Subsequent to the earlier of (x) the Applicable Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities of the Company by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, properties or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Managers, is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and (c) and the Representative(s) Managers shall have received received, on the Closing Date Date, a certificate, dated the Closing Date and signed by an either the chief executive officer or chief financial officer of the Company, to the effect set forth in clause (b) above and to the effect foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained in this Agreement herein are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on hereunder at or before prior to the Closing Date. The officer signing and delivering making such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & . ▇▇▇▇▇▇▇▇ LLP, special counsel for Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, addressed to the Managers to the effect (as applicable) that: (i) each of the Company and Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) all of the issued shares of capital stock of the Principal Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in Exhibits C-1 the Time of Sale Prospectus and C-2.the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Managers and he are justified in relying upon such opinions and certificates); (giii) The Representative(s) shall have received on the date Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the Underwriting Agreement issued shares of capital stock of the Company have been duly and on validly authorized and issued and are fully paid and non-assessable; (iv) each of the Closing Date letters, indenture dated as of August 1, 1998 (the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee (the “Senior Debt Trustee”), the indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Subordinated Debt Trustee”), the Mortgage and Deed of Trust, dated July 1, 1939, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to ▇▇▇▇▇▇ Trust and Savings Bank, as trustee (the “Mortgage Bond Trustee”), as amended and supplemented by forty-two indentures supplemental thereto (such datesMortgage and Deed of Trust, as heretofore amended and supplemented, the “Mortgage”) and as to be amended and supplemented by the supplemental indenture, to be dated as of a date indicated in a relevant prospectus supplement (the “Supplemental Indenture”) (the Mortgage, as so amended and supplemented by such supplemental indentures, the “Amended Mortgage”), has been duly authorized, executed and delivered by the Company; (v) assuming the due authorization, execution and delivery by the other parties thereto, the Amended Mortgage constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; (vi) the Amended Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Amended Mortgage, and all taxes and recording or filing fees required to be paid in connection with the execution, recording or filing of the Amended Mortgage have been duly paid; (vii) the Company has good and sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the Amended Mortgage as owned by it and subject to the lien of the Amended Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (a) minor leases and liens of judgments not prior to the lien of the Amended Mortgage, which, in form and substance reasonably satisfactory to the Representative(s)such counsel’s opinion, from do not interfere with the Company’s independent auditorsbusiness, containing statements (b) minor defects, irregularities and information deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such property and rights of- way for the purposes for which they are held by the Company, and (c) other permitted liens as defined in the Amended Mortgage; subject to the qualifications set forth in this Section 4(c)(vii), the Amended Mortgage constitutes a valid, direct first mortgage lien upon said properties and upon all franchises owned by the Company, which properties and franchises include all the physical properties and franchises of the type ordinarily included Company (other than classes of property expressly excepted in accountantsthe Amended Mortgage); all physical properties and franchises (other than classes of property expressly excepted in the Amended Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at the time of the acquisition thereof by the Company and except as described in the Time of Sale Prospectus and the Prospectus; and the descriptions of all such properties and assets contained in the granting clauses of the Amended Mortgage are correct and adequate for the purposes of the Amended Mortgage; (viii) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (ix) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (x) the Offered Securities have been duly authorized, executed, and delivered by the Company; (xi) when the Offered Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage, the Offered Securities will be valid and binding obligations of the Company, enforceable against them in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ “comfort letters” rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to underwriters the benefits of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage and to the lien of the Amended Mortgage; (xii) this Agreement has been duly authorized, executed and delivered by the Company; (xiii) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement will not contravene any provision of the laws of the State of Kansas or any federal law of the United States of America (including laws relating specifically to electric utility companies and the electric utility industry) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws, and no consent, approval or authorization of any governmental body or agency under the laws of the State of Kansas or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to the financial statements public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States of America or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, and certain financial information contained the Unit Agreement provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws; (xiv) each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (xv) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference into in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xvi) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Information Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement, the Time of Sale Prospectus or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xvii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; (xviii) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities; (xix) the Company has complied with K.S.A. 9 66- 125 with respect to the issuance of the Offered Securities. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and the Trust Indenture Act of 1939 (the “Trust Indenture Act”) and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Time of Sale Prospectus.; and (xx) The statements in the prospectus supplement contained in the Time of Sale Prospectus and the Prospectus under “Description of First Mortgage Bonds,” “Description of Senior Notes” or “Description of Subordinated Indebtedness” and in the Base Prospectus under the caption “Description of Debt Securities” as they relate to the Amended Mortgage, the Senior Debt Indenture, the Subordinated Debt Indenture and the Offered Securities, insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that nothing has come to his attention that causes him to believe (1) that the Registration Statement or any amendments thereto, on the date on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that t

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Representatives, is material and adverse and that makes it it, in the judgment of the Representatives, impracticable or inadvisable to market or deliver the Offered Securities Common Shares on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Representatives shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Representatives shall have received on the Closing Date an opinion of Irell & ▇▇▇▇▇▇▇ LLP, counsel for the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in the State of California; (ii) this Agreement has been duly authorized, executed and delivered by the Company; (iii) the authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus; (iv) the Common Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Common Shares will not be subject to any preemptive rights contained in any charter document of the Company or, to such counsel's knowledge, any similar rights; (v) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or, to the best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Common Shares. (vi) to the best of such counsel's knowledge, neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names presently employed by them in connection with the business now operated by the Company or its subsidiaries which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in any material adverse change, or notice of any other development with respect to the foregoing involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, except as may be disclosed in writing by the Company to, and accepted for exclusion by, the Representatives; (vii) the statements (1) in the Prospectus under the captions "Description of Capital Stock," "The Underwriters" (relating solely to this Agreement or the Underwriting Agreement) and "Plan of Distribution," and (2) in the Registration Statement under Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein in all material respects; (viii) to the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject or any development in such proceedings that are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus that are not so described and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Prospectus or any documents incorporated by reference in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required; (ix) the Company is not, and after giving effect to the offering and sale of the Common Shares and the application of the net proceeds thereof as described in the Prospectus, will not be an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended; (x) such counsel (1) is of the opinion that each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for financial statements and schedules as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) is of the opinion that the Registration Statement and the Prospectus (except for financial statements and schedules included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the rules and regulations of the Commission thereunder; and (xi) no facts have come to the attention of such counsel that would lead such counsel to believe that (1) (except for financial statements and schedules as to which such counsel need not express any belief) the Registration Statement and the prospectus included therein at the time the Registration Statement (and the documents incorporated by reference in the Registration Statement and such prospectus) became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) (except for financial statements and schedules as to which such counsel need not express any belief) the Prospectus and the documents incorporated by reference therein as of the Closing Date contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely on such certificates of officers of the Company and/or governmental entities as such counsel deems appropriate, subject to reasonable approval of counsel to the Underwriters. (d) The Representatives shall have received on the Closing Date an opinion of the general counsel or the assistant general counsel of the Company, dated the Closing Date, to the effect that: (i) the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; (ii) based upon opinions, oral or written, of foreign counsel, each of the subsidiaries of the Company meeting the definition of "Significant Subsidiary" under Regulation S-X of the Commission has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (iii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Common Shares; (iv) the Company and its subsidiaries own or possess the patents, patent rights, licenses, inventions, copyrights, know- how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names presently employed by them in connection with the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in any material adverse change, or notice of any other development with respect to the foregoing involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, except as may be disclosed in writing by the Company to, and accepted for exclusion by, the Representatives; (v) there are no legal or governmental proceedings pending or threatened to the Company to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject or any development in such proceedings that are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus that are not so described and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Prospectus or any documents incorporated by reference in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required; (vi) the terms, conditions and provisions of the Acquisition and the Acquisition Agreement are fairly and accurately described in all material respects in the Tyco Acquisition Registration Statement; (vii) such counsel (1) is of the opinion that each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for financial statements and schedules as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) is of the opinion that the Registration Statement and the Prospectus (except for financial statements and schedules included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the rules and regulations of the Commission thereunder; and (viii) no facts have come to the attention of such counsel that would lead such counsel to believe that (1) (except for financial statements and schedules as to which such counsel need not express any opinion) the Registration Statement and the prospectus included therein at the time the Registration Statement (and the documents incorporated by reference in the Registration Statement and such prospectus) became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) (except for financial statements and schedules as to which such counsel need not express any belief) the Prospectus and the documents incorporated by reference therein as of the Closing Date contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may rely on such certificates of officers of the Company and/or governmental entities as such counsel deems appropriate, subject to reasonable approval of counsel to the Underwriters. (e) The Representatives shall have received on the Closing Date an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Underwriters, dated the Closing Date, covering the matters referred to in subparagraphs (ii), (iii), (iv), (vii) (but only as to the statements in the Prospectus under "Description of Capital Stock," "The Underwriters" and "Plan of Distribution") and (xi) of paragraph (c) above. With respect to the subparagraph (xi) of paragraph (c) above, Irell & ▇▇▇▇▇▇▇ LLP may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to subparagraph (xi) of paragraph (c) above, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPmay state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), dated the Closing Datebut are without independent check or verification, to the effect set forth in Exhibit A. (e) except as specified. The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ Irell & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable LLP described in paragraph (c) above shall be rendered to the Representative(s), dated Representatives at the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date request of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent The Company's obligation to complete the earlier purchase and sale of the Shares and deliver such stock certificate(s) and Warrants to each Purchaser is subject to (xi) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder on the respective Closing Date identified opposite each Purchaser's name on Schedule A hereto, and (ii) the Time of Sale and (y) the execution and delivery accuracy in all material respects as of the Underwriting respective Closing Date identified opposite each Purchaser's name on Schedule A hereto of the representations and warranties made by the Purchasers in this Agreement and the fulfillment in all material respects of those undertakings of the Purchasers in this Agreement to be fulfilled on or prior to the such Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;. (b) there shall not have occurred any change in The Purchasers' obligation to complete the condition, financial or otherwise, or in the earnings, business or operations, purchase and sale of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) Shares and the Prospectus, that Warrants is material and adverse and that makes it impracticable or inadvisable to market or deliver conditioned upon the Offered Securities on close of at least twenty-five million dollars ($25,000,000) aggregate consideration at the terms and in the manner contemplated in the Prospectus; and (c) the Representative(s) shall have received on the First Closing Date and is subject to delivery by the Company to the Purchasers of: (i) a certificate, dated as of the respective First or Second Closing Date Date, executed by the chief executive officer and signed by an executive the chief financial or accounting officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained set forth in this Agreement Section 3 below are true and correct accurate in all material respects as of the such respective Closing Date and to the effect that the Company has complied with fulfilled in all material respects those undertakings of the agreements and satisfied all Company to be fulfilled on or prior to such respective Closing Date; (ii) an opinion, dated as of the conditions on its part to be performed respective First or satisfied on or before the Second Closing Date. The officer signing and delivering such certificate may rely upon , from Wilson Sonsini Goodrich & Rosati, P.C., corporate counsel to the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇att▇▇▇▇▇ LLP, special counsel for as Exhibit B hereto; and (iii) the Underwriters, or other counsel acceptable Company shall deliver instructions in the form attached as Exhibit C hereto to the Representative(s), dated transfer agent to deliver the Closing Date, Shares to the effect set forth in Exhibits C-1 and C-2Purchasers at each respective Closing. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are Purchasers to purchase the Preferred Stock will be subject to the following conditions: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date, as if made on and as of such date and the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiariesthe Associated Entities, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusMemorandum that, that in your reasonable judgment, is material and adverse and that makes it it, in your reasonable judgment, impracticable or inadvisable to market or deliver the Offered Securities Preferred Stock on the terms and in the manner contemplated in the Prospectus; andMemorandum. (c) the Representative(s) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatenedabove. (d) The Representative(s) You shall have received on the Closing Date an opinion of McDermott, Will & Emery, counsel for the Company to the effect set fo▇▇▇ ▇▇ Exhibi▇ ▇, and Robert E. Wetzel, Esq., general counsel of ▇▇the Company dated the ▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ LLP, dated the Closing Date, to o the effect set forth in Exhibit A.E. (e) The Representative(s) You shall have received on the Closing Date an opinion of a deputy general Winthrop, Stimson, Putnam & Roberts, counsel of for the CompanyPlacement Agent, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇Clo▇▇▇▇ ▇ate, ▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form rm and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectusyou.

Conditions to Closing. The several obligations Your obligation under this Agreement to purchase the Debentures is subject to the accuracy of the Underwriters hereunder are subject representations and warranties on the part of the Issuer herein, to the performance and observance by the Issuer in all material respects of all covenants and agreements herein contained on its part to be performed and observed and to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there There shall not have been occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s Issuer's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act. (b) there There shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company Issuer and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusOffering Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities Debentures on the terms and in the manner contemplated in the Prospectus; andOffering Memorandum. (c) the Representative(s) You shall have received on the Closing Date a certificatecertificate of the Issuer, dated the Closing Date and signed by an executive officer of the CompanyIssuer, to the effect set forth in clause (ba) above and to the effect that the representations and warranties of the Company Issuer contained in this Agreement are true and correct as of the Closing Date and that the Company Issuer has complied with performed all of the agreements and satisfied all of the conditions on its part obligations to be performed hereunder or satisfied on or before prior to the Closing Date. The , it being understood that the officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) You shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, counsel for the Issuer, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) You shall have received on the Closing Date an opinion of a deputy general counsel of the Company▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, your counsel, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) You shall have received on the Closing Date opinions of a letter from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special tax counsel for the Underwriters, or other counsel acceptable to the Representative(s)Issuer, dated confirming the Closing Date, to the effect discussion set forth in Exhibits C-1 and C-2the Offering Memorandum under the caption "Certain Federal Income Tax Considerations" is accurate in all material respects. (g) The Representative(s) You shall have received on the date of the Underwriting this Agreement a letter dated such date and also on the Closing Date lettersa letter dated the Closing Date, dated as of such dates, in each case in form and substance reasonably satisfactory to the Representative(s)you, from the Company’s ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementOffering Memorandum; provided that the letter delivered on the Closing Date uses a cut-off date not earlier than the date hereof. Your obligation to purchase the Additional Debentures hereunder is subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Issuer, the Time due authorization and issuance of Sale Information the Additional Debentures and other matters related to the Prospectusissuance of the Additional Debentures.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any official notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’'▇ Investors ServiceService Inc., Standard & Poor's Corporation or Fitch Ratings Inc.; (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the reasonable judgment of the Manager, is material and adverse and that makes it it, in the reasonable judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) no stop order suspending the Representative(seffectiveness of the Registration Statement shall have been issued. (b) The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Senior Vice President and General Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit A. (ed) The Representative(s) Manager shall have received on the Closing Date an opinion of a deputy general Debevoise & ▇▇▇▇▇▇▇▇, counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B. (fe) The Representative(s) Manager shall have received on the Closing Date opinions an opinion of Cleary, Gottlieb, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.Exhibit C. (gf) The Representative(s) Manager shall have received on the date of the Underwriting Agreement and on Closing Date a letter, dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to the Representative(s)Manager, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” ' "COMFORT LETTERS" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus. (g) On the Closing Date special counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Offered Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained.

Conditions to Closing. The several obligations of the --------------------- Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Manager, is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Debt Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of Irell & ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A.that (ei) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in the State of California; (ii) this Agreement has been duly authorized, executed and delivered by the Company; (iii) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (iv) the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability; (v) the Debt Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of Underwriters' Securities, or by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability; (vi) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Debt Securities and the Delayed Delivery Contracts will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or, to the best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Debt Securities or the Delayed Delivery Contract except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Debt Securities; (vii) to the best of such counsel's knowledge, neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names presently employed by them in connection with the business now operated by the Company or its subsidiaries which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in any material adverse change, or notice of any other development with respect to the foregoing involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, except as may be disclosed in writing by the Company to, and accepted for exclusion by, the Manager; (viii) the statements (1) in the Prospectus under the captions "Description of Debt Securities," "Plan of Distribution" and "Certain Federal Tax Consequences," and (2) in the Registration Statement under Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (ix) to the best of such counsel's knowledge after due inquiry, there are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject or any development in such proceedings that are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus that are not so described and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Prospectus or any documents incorporated by reference in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required; (x) the Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended; (xi) such counsel (1) is of the opinion that each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for financial statements and schedules as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) is of the opinion that the Registration Statement and the Prospectus (except for financial statements and schedules included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act, the rules and regulations of the Commission thereunder and the Trust Indenture Act; and (xii) no facts have come to the attention of such counsel that would lead such counsel to believe that (1) (except for financial statements and schedules as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to) the Registration Statement and the prospectus included therein at the time the Registration Statement (and the documents incorporated by reference in the Registration Statement and such prospectus) became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) (except for financial statements and schedules as to which such counsel need not express any belief) the Prospectus and the documents incorporated by reference therein as of the Closing Date contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Representative(s) Manager shall have received on the Closing Date an opinion of a deputy the general counsel or the assistant general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B.that (fi) the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole; (ii) based upon opinions, oral or written, of foreign counsel, each of the subsidiaries of the Company meeting the definition of "Significant Subsidiary" under Regulation S-X of the Commission has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on such subsidiary; (iii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Debt Securities and the Delayed Delivery Contracts will not contravene any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Debt Securities or the Delayed Delivery Contracts except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Debt Securities; (iv) the Company and its subsidiaries own or possess the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names presently employed by them in connection with the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in any material adverse change, or notice of any other development with respect to the foregoing involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, except as may be disclosed in writing by the Company to, and accepted for exclusion by, the Manager; (v) there are no legal or governmental proceedings pending or threatened to the Company to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject or any development in such proceedings that are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus that are not so described and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Prospectus or any documents incorporated by reference in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required; (vi) such counsel (1) is of the opinion that each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for financial statements and schedules as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) is of the opinion that the Registration Statement and the Prospectus (except for financial statements and schedules included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act, the rules and regulations of the Commission thereunder and the Trust Indenture Act; and (vii) no facts have come to the attention of such counsel that would lead such counsel to believe that (1) (except for financial statements and schedules as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to) the Registration Statement and the prospectus included therein at the time the Registration Statement (and the documents incorporated by reference in the Registration Statement and such prospectus) became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) (except for financial statements and schedules as to which such counsel need not express any belief) the Prospectus and the documents incorporated by reference therein as of the Closing Date contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The Representative(s) Manager shall have received on the Closing Date opinions an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, covering the matters referred to in subparagraphs (ii), (iii), (iv), (v), (viii) (but only as to the effect set forth statements in Exhibits C-1 the Prospectus under "Description of Debt Securities" and C-2. "Plan of Distribution") and (gxii) The Representative(sof paragraph (c) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with above. With respect to the financial statements subparagraph (xii) of paragraph (c) above, Irell & ▇▇▇▇▇▇▇ may state that their opinion and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.belief are bas

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (c) the Representative(s) shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Sidley Austin LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters --------------------- hereunder are subject to the following conditions: (a) a. Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development that could reasonably be expected to result in a change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) supplements thereto effected subsequent to the execution and delivery of the ProspectusUnderwriting Agreement), that that, in the judgment of the Manager, is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (c) the Representative(s) b. The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) c. The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇Howard, Rice, Nemerovski, Canady, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLPRabkin, dated the Closing DateA Professional Corporation, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇is a duly incorporated, validly existing corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its property and conduct its business as described in the Prospectus; (ii) this Agreement has been duly authorized, executed and delivered by the Company; (iii) each of the Senior Debt Indenture and the Senior Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as enforcement thereof (a) may be limited by bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws or court decisions affecting creditors' rights generally, (b) is subject to general principles of equity, regardless of whether codified by statute and regardless of whether enforcement is considered in a proceeding in equity or at law and (c) is subject to certain additional customary exceptions; (iv) the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company; (v) the Offered Securities have been duly authorized and established in conformity with the provisions of the relevant Indenture and if the Offered Securities are duly executed by the Company and completed and authenticated by the Trustee in accordance with the terms of the relevant Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of Underwriters' Securities, or by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, the Offered Securities will be entitled to the benefits of the relevant Indenture and will be, valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms except as enforcement thereof (a) may be limited by bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws or court decisions affecting creditors' rights generally, (b) is subject to general principles of equity, regardless of whether codified by statute and regardless of whether enforcement is considered in a proceeding in equity or at law and (c) is subject to certain additional customary exceptions; (vi) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Senior Debt Indenture, the Senior Subordinated Debt Indenture, the Offered Securities and the Delayed Delivery Contracts, at the time the Offered Securities were issued, did not (a) contravene (1) any provision of applicable law (other than the securities or Blue Sky laws of the various states as to which such counsel need express no opinion) or (2) the certificate or articles of incorporation or by-laws of the Company or ▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters▇▇▇▇▇▇, or other counsel acceptable to (b) constitute a default under the Representative(s)Revolving Credit Facility, dated consisting of (i) a Credit Agreement (364-Day Commitment) , between the Closing DateCompany, to Bank of America National Trust and Savings Association, as Administrative Agent, and the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date lettersbanks listed therein, as lenders, dated as of June 25, 1999, and the Promissory Notes issued pursuant thereto, and (ii) nine separate but substantially identical Credit Agreements (3-Year Commitment), between the Company and each of the banks listed in those Credit Agreements, each dated as of June 26, 1998, as amended, and the Promissory Notes issued pursuant thereto as amended, and the Revolving Promissory Notes issued pursuant thereto, or to the best knowledge of such datescounsel, after reasonable investigation, any other instrument or agreement binding upon the Company or any subsidiary and evidencing or related to indebtedness for borrowed money, except such instruments and other agreements relating to capitalized lease obligations and installment purchase agreements for the acquisition of fixed assets, for which indebtedness does not in the aggregate exceed $15 million; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Senior Debt Indenture, the Senior Subordinated Debt Indenture, the Offered Securities or the Delayed Delivery Contracts, or for the performance by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of its obligations under this Agreement, except such as are specified and have been obtained or may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Offered Securities; provided, however, that such counsel need not express an opinion as to whether the purchase of the Offered Securities constitutes a "prohibited transaction" under Section 406 of the Employee Retirement income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended; (vii) the statements (1) in the Prospectus under the captions "Description of Debt Securities," "Plan of Distribution," "Description of Notes," "Underwriting" and similar captions and (2) in the Registration Statement under Item 15, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing each case insofar as such statements and information constitute summaries of the type ordinarily included in accountants’ “comfort letters” legal matters, documents or proceedings referred to underwriters therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.matters referred to therein; and

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible negative change or that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) since the date as of which information is given in the Prospectus, there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) and supplements thereto effected subsequent to the Prospectusdate of the Underwriting Agreement), that that, in the judgment of the Representatives, is material and adverse and that makes it it, in the judgment of the Representatives, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in by the Prospectus; and. (cb) the Representative(s) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, Company (an “Executive Officer”), (i) to the effect set forth in clause Section 4(a)(ii) hereof; and (bii) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer Executive Officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (dc) The Representative(s) Underwriters shall have received on the Closing Date an opinion of counsel of ▇▇Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, dated the Closing Date, substantially to the effect set forth in Exhibit A. (d) The Underwriters shall have received on the Closing Date an opinion or opinions of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., General Counsel of the Company, dated the Closing Date, substantially to the effect set forth in Exhibit B. (e) The Representative(s) Underwriters shall have received on the Closing Date an opinion of a deputy general Pillsbury Winthrop LLP, special counsel of for the CompanyUnderwriters, dated the Closing Date, with respect to the effect set forth in Exhibit B. (fissuance and sale of the Offered Securities, the Indenture, the Registration Statement and the Prospectus and such other matters as the Underwriters may reasonably request. With respect to Sections 4(c) The Representative(sand 4(e) shall have received on the Closing Date opinions of hereof, Skadden, Arps, Slate, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ LLP and Pillsbury Winthrop LLP, respectively, may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. With respect to Sections 4(c) and 4(e) hereof, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Pillsbury Winthrop LLP, special counsel for the Underwritersrespectively, or other counsel acceptable may rely, with respect to factual matters and to the Representative(s)extent such counsel deems appropriate, dated upon the Closing Daterepresentations of the Company contained herein and in other documents and instruments. The opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP described in Section 4(c) hereof shall be rendered to the effect set forth in Exhibits C-1 and C-2Underwriters at the request of the Company. (gf) The Representative(s) Underwriters shall have received on the date of the Underwriting Agreement Prospectus and on the Closing Date letters, dated as the date of such datesthe Prospectus and the Closing Date, in form and substance reasonably satisfactory to the Representative(s)Underwriters, from the Company’s Deloitte & Touche LLP, independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are Placement Agents under this Agreement to purchase the Securities will be subject to the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of any of the Company’s securities Guarantors or the Company by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiariesthe Guarantors, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusPreliminary Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date (i) a certificate, dated the Closing Date and signed by an executive officer of the CompanyCompany and (ii) a certificate, dated the Closing Date and signed by an executive officer of each Guarantor, in each case, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company and the Guarantors contained in this Agreement are true and correct as of the Closing Date and that the Company has and each of the Guarantors have complied with all of the agreements and satisfied all of the conditions on its their part to be performed or satisfied on or before the Closing Date. The officer officers signing and delivering such certificate certificates may rely upon the best of his their knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general independent counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B. (fd) The Representative(s) You shall have received on the Closing Date opinions an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to General Counsel of the Representative(s)Guarantor(s) and the Company, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.Exhibit C. (ge) The Representative(s) You shall have received on the date Closing Date an opinion of Shearman & Sterling, counsel for the Underwriting Agreement and on Placement Agents, dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to you. (f) You shall have received on each of the Representative(s)date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to you, from the Guarantors' and the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Final Memorandum. (g) Each of the Guarantors and the Company shall have furnished to you and to counsel for the Placement Agents, in form and substance satisfactory to you and to them, such other documents, certificates and opinions as such counsel may reasonably request in order to pass upon the matters referred to in Section 4(e) and in order to evidence the accuracy and completeness of any of the representations, warranties or incorporated by reference into the Registration Statementstatements, the Time performance of Sale Information any covenant by any of the Guarantors or the Company theretofore to be performed, or the compliance with any of the conditions herein contained. (h) On or before the Closing Date, the agreement covering the New Credit Facility, as such term is defined in the Offering Memorandum, shall have been entered into substantially in the form heretofore delivered to you, and the Prospectusshall be in full force and effect.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Managers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of John ▇▇▇. ▇▇▇▇▇▇ & ▇▇, ▇▇▇▇▇ LLPnior Counsel of the Company, dated the Closing Date, or of other counsel to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (ii) each Material Corporate Subsidiary has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (iii) each Material Partnership has been duly formed and is validly existing under the laws of its jurisdiction of formation and has the partnership power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties, and each is duly qualified as a foreign partnership authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (vi) the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability; (vii) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for (A) by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of Underwriters' Securities, or (B) by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with their respective terms except as (1) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (2) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability; (viii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Offered Securities and the Delayed Delivery Contracts will not contravene any provision of applicable law, including the Environmental Laws, or the certificate of incorporation or bylaws of the Company or, to the best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its Material Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its Subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Offered Securities, or the Delayed Delivery Contracts except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Offered Securities or the Delayed Delivery Contracts; (ix) the statements (A) in the Prospectus under the captions "Description of the Debt Securities" and "Plan of Distribution," (B) in the Registration Statement under Item 15, (C) in "Item 3 - Legal Proceedings" of the Company's most recent annual report on Form 10-K incorporated by reference in the Prospectus and (D) in "Item 1 - Legal Proceedings" of Part II of the Company's quarterly reports on Form 10-Q, if any, filed since such annual report, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (x) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its Material Subsidiaries is a party or to which any of the properties of the Company or any of its Material Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and that are not so described or incorporated by reference or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement and that are not described, filed or incorporated as required; (xi) the Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended; (xii) such counsel (A) is of the opinion that each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Prospectus (except for financial statements and schedules included therein as to which such counsel need not express any opinion), complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (B) is of the opinion that the Registration Statement and Prospectus (except for financial statements and schedules as to which such counsel need not express any opinion), comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. In addition, such counsel shall state his belief that (1) each part of the Registration Statement (except for financial statements and schedules as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to and except for statements in the Registration Statement based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Managers expressly for use therein), when such part became effective did not, and, as of the date such opinion is delivered, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Prospectus (except for financial statements and schedules as to which such counsel need not express any belief and except for statements in the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Managers expressly for use therein), as of the date such opinion is delivered, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state that his belief is based upon his participation in the preparation of the Registration Statement and Prospectus, any amendments or supplements thereto and any documents incorporated therein by reference and upon his review and discussion of the contents thereof, but are without independent check or verification, except as specified. (d) The Representative(s) Managers shall have received on the Closing Date opinions an opinion of Jenkens & Gilc▇▇▇▇▇, ▇ Professional Corporation, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in subparagraphs (iv), (v), (vi), (ix) (but only as to the statements in the Prospectus under "Description of Debt Securities" and "Plan of Distribution") and (xii) (B) of subsection (c) above. In addition, such counsel shall state its belief that (1) each part of the Registration Statement (except for financial statements and schedules as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to), when such part became effective did not, and, as of the date such opinion is delivered, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Prospectus (except for financial statements and schedules as to which such counsel need not express any belief) as of the date such opinion is delivered does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state that its belief is based upon its participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and upon its review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. The opinion of John ▇. ▇▇▇▇▇▇ ▇▇▇▇ & , ▇▇▇▇▇▇▇▇ LLP, special nior Counsel of the Company described in subsection (c) above shall be rendered to such counsel for at the Underwriters, or other counsel acceptable to request of the Representative(s)Company and shall so state therein. (e) The Managers shall have received on the Closing Date a letter, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s)Managers, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the --------------------- Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceRule 436(g)(2) under the Securities Act; (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, or, with respect to an offering of Capital Securities, the Issuer Trust, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) supplements thereto effected subsequent to the execution and delivery of the ProspectusUnderwriting Agreement), that that, in the judgment of the Manager, is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) the Representative(s) Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer the Chairman of the Board, the President, the Chief Financial Officer, the Chief Strategic and Administrative Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer of the Company, or any other person authorized by the Board of Directors of the Company to execute any such written statement (an "Executive Officer"), and, in the case of an offering of Capital Securities, a certificate, dated the Closing Date and signed by an Administrator of the Issuer Trust, (A) to the effect set forth in clause (bi) above and (in the case of the certificate signed by an executive officer of the Company); and (B) to the effect that the representations and warranties of the Company and, in the case of an offering of Capital Securities, the Issuer Trust contained in this Agreement are true and correct as of the Closing Date and that each of the Company and the Issuer Trust, as applicable, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer Executive Officer or Administrator signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (db) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, counsel to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on Company, or of other counsel satisfactory to the Closing Date Manager and who may be an opinion of a deputy general counsel officer of the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) The Representative(s) shall the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have received a material adverse effect on the Closing Date opinions Company and its consolidated subsidiaries, taken as a whole; (ii) each of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Inc., Greenwood Trust Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP& Co. Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Incorporated (the "Material Subsidiaries") has been duly incorporated, special counsel for is validly existing as a corporation in good standing under the Underwriterslaws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or other counsel acceptable its ownership or leasing of property requires such qualification, except to the Representative(s)extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its consolidated subsidiaries, dated taken as a whole; (iii) each of the Closing DateCompany and its Material Subsidiaries has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect set forth in Exhibits C-1 on the Company and C-2.its consolidated subsidiaries, taken as a whole; (giv) The Representative(s(A) shall each of the Senior Debt Indenture, the Senior Subordinated Debt Indenture and the Junior Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act, (B) each of the Third Supplemental Senior Indenture, the Third Supplemental Subordinated Indenture and the Junior Subordinated Debt Indenture has been duly authorized, executed and delivered by the Company, (C) each of the Senior Debt Indenture and the Senior Subordinated Debt Indenture has been assumed by the Company and (D) each of the Senior Debt Indenture, the Subordinated Indenture and the Junior Subordinated Indenture is a valid and binding agreement of the Company, enforceable in accordance with its terms except in each case as (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) the Offered Debt Securities or, in the case of an offering of Capital Securities, the Junior Subordinated Debentures, have received on been duly authorized and, when executed and authenticated in accordance with the date provisions of the relevant Indenture and delivered to and paid for (A) in the case of an offering of Debt Securities by the Underwriters in accordance with the terms of the Underwriting Agreement and on the Closing Date letters, dated as of such datesAgreement, in form the case of the Underwriters' Securities, or by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, and substance reasonably satisfactory (B) in the case of an offering of Capital Securities, as described in the Prospectus, will be entitled to the Representative(s), from benefits of the relevant Indenture and will be valid and binding obligations of the Company’s independent auditors, containing statements in each case enforceable in accordance with their terms except as the enforceability thereof (a) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and information other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vi) the Underwriting Agreement has been duly authorized, executed and delivered by the Company; (vii) the Guarantee has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the type ordinarily included Company enforceable in accountants’ “comfort letters” accordance with its terms except as the enforceability thereof (a) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to underwriters with respect to the financial statements and certain financial information contained general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.at law;

Conditions to Closing. The several obligations of the Underwriters hereunder are Purchasers under this Agreement to purchase the Firm Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the performance and observance by the Company of all the covenants and agreements herein contained on its part to be performed and observed and the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g) (2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusFinal Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificatecertificate of the Company, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba) (i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, independent counsel for the Company, dated the Closing Date, substantially to the effect set forth in EXHIBIT A. (d) You shall have received on the Closing Date an opinion of ▇▇▇▇ ▇. ▇▇▇▇▇ III, Senior Vice President, General Counsel and Secretary of the Company, substantially to the effect set forth in EXHIBIT B. (e) You shall have received on the Closing Date an opinion of Wilson, Sonsini, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Professional Corporation, counsel for the Purchasers, dated the Closing Date, to the effect set forth in Exhibit A.EXHIBIT C. (ef) The Representative(s) You shall have received on the Closing Date an opinion a copy of minutes of a deputy general counsel meeting of the Board of Directors of the Company, dated certified by the Closing DateSecretary or an Assistant Secretary of the Company, approving, among other things, restrictions providing that the directors and executive officers of the Company will not, directly or indirectly, for a period of 90 days after the date of this Agreement, without your prior written consent offer, pledge, sell, contract to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPsell, special counsel for the Underwriterssell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or other counsel acceptable to otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or enter into any swap or similar agreement that transfers, in whole or in part, the Representative(s), dated economic risk of ownership of the Closing Date, to the effect set forth in Exhibits C-1 and C-2Common Stock. (g) The Representative(s) You shall have received on the date each of the Underwriting Agreement dates hereof and on the Closing Date lettersa letter, dated as of such datesthe date hereof or the Closing Date, in form and substance reasonably satisfactory to the Representative(s)you, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into each Memorandum. (h) The Company shall have complied with the Registration Statementprovisions of Section 5(a) hereof with respect to the furnishing of the Final Memorandum on the business day next succeeding the date of this Agreement, in such quantities as you reasonably request. The Purchasers' obligation to purchase Additional Offered Securities hereunder is subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the Time due authorization and issuance of Sale Information the Additional Offered Securities and other matters related to the Prospectusissuance of the Additional Offered Securities.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceRule 436(g)(2) under the Securities Act; (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, or the Trust, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Representative, is material and adverse and that makes it it, in the judgment of the Representative, impracticable or inadvisable to market or deliver the Offered Preferred Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) at the Representative(sClosing Date, the order or orders of the FERC authorizing the issuance, sale and delivery of the Company Securities as contemplated by this Agreement shall be in full force and effect and shall not be contested or the subject of review or appeal. (i) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, Company to the effect (x) set forth in clause clauses (ba)(i) and (a)(iii) above and to the effect (y) that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. (ii) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an authorized representative of the Trust to the effect (x) set forth in clause (a)(i) above and (y) that the representations and warranties of the Trust contained in the Underwriting Agreement are true and correct as of the Closing Date and that the Trust has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer representative signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Representative shall have received on the Closing Date an opinion of counsel dated the Closing Date of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated counsel to the Closing DateCompany and the Trust, to the effect set forth in Exhibit A.that (ei) The Representative(s) shall have received the Company has been duly incorporated and, based upon certificates or letters from state or other appropriate authorities, is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly qualified and in good standing as a foreign corporation in the States of Iowa, Nebraska, North Dakota and South Dakota, with corporate powers and statutory authority to carry on the Closing Date an opinion of a deputy general counsel business which it now carries on as stated in the Prospectus and to own and operate the properties used by it in such business; (ii) each subsidiary of the CompanyCompany has been duly incorporated or formed and based upon certificates or letters from state or other appropriate authorities, dated is validly existing as a corporation or limited partnership, in good standing under the Closing Datelaws of the jurisdiction of its incorporation or formation with corporate or partnership powers and statutory authority to carry on the business which it now carries on as stated in the Prospectus and to own and operate the properties used by it in such business and is duly qualified and in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect set forth in Exhibit B.on the Company and its subsidiaries, taken as a whole; (fiii) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement has been duly authorized, executed and on delivered by the Closing Date letters, dated as of such dates, in form Company and substance reasonably satisfactory to has been duly executed and delivered by the Representative(s), from Trust; (iv) the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters FERC has issued an appropriate order or orders with respect to the financial issuance and sale of the Company Securities, in accordance with, or as contemplated by, the Underwriting Agreement; to the knowledge of such counsel, such order or orders are in full force and effect; the issuance and sale of the Company Securities are in conformity with the terms of such order or orders; and no other authorization, approval or consent of any other governmental body or agency (including, without limitation, in the jurisdictions of South Dakota, Nebraska, North Dakota and Iowa) is legally required for the issuance and sale of the Common Securities, the Preferred Securities and the Company Securities as contemplated by the Underwriting Agreement, except such as have been obtained under the Securities Act and the Trust Indenture Act and such as may be required under the state securities or Blue Sky laws in connection with the purchase and distribution of the Preferred Securities by the Underwriters; (v) the statements (A) in the Prospectus under the captions "Risk Factors," "Northwestern Capital Financing I," "Description of the Preferred Securities," "Description of the Subordinated Debentures," "Description of the Guarantee," "Effect of Obligations Under the Subordinated Debentures and certain financial information contained the Guarantee," "United States Federal Income Taxation," "Underwriters," "The Trusts," "Description of the Trusts' Preferred Securities," "Description of Debt Securities," "Description of the Guarantees," and "Plan of Distribution" and (B) in or incorporated by reference into the Registration StatementStatement under Item 15, in each case insofar as such statements constitute summaries of the Time of Sale Information legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the Prospectus.matters referred to therein;

Conditions to Closing. The several obligations of the Underwriters hereunder to purchase the Underwritten Securities are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any official notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Moody's Investors Service Inc., Standard & Poor’s, a Division of The 's Co▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. on or ▇▇▇▇▇’▇ Investors ServiceFitch Ratings Inc.; (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the reasonable judgment of the Manager, is material and adverse and that makes it it, in the reasonable judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Underwritten Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) no stop order suspending the Representative(seffectiveness of the Registration Statement shall have been issued. (b) The Manager shall have received on the Closing Date Date, a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Manager shall have received on the Closing Date Date, an opinion of counsel S. David Colton, Senior Vice President and General Counsel of th▇ ▇▇▇▇▇▇▇, ▇▇ & ▇▇▇▇▇▇▇ LLP, dated ated the Closing Date, to the effect set forth in Exhibit A. (ed) The Representative(s) Manager shall have received on the Closing Date Date, an opinion of a deputy general Debevoise & Plimpton, counsel of for the Company, dated the Closing Date, to the effect ▇▇▇ ▇▇▇ect set forth in Exhibit B. (fe) The Representative(s) Manager shall have received on the Closing Date opinions Date, an opinion of Cleary, Gottlieb, Steen & Hamilton, special counsel for the Underwriters, dated ▇▇▇ Clo▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Datee, to the effect set forth in Exhibits C-1 and C-2.Exhibit C. (gf) The Representative(s) Manager shall have received on the date of the Underwriting Agreement and on Closing Date, a letter, dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to the Representative(s)Manager, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” ' "COMFORT LETTERS" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementProspectus. (g) On the Closing Date, special counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Securities and the issuance of Common Shares upon conversion thereof as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained. (h) The Underwritten Securities and the Common Shares issuable on conversion of the Underwritten Securities shall have been listed and admitted and authorized for trading on the New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Manager. (i) As of the execution and delivery hereof by the parties hereto (the "EXECUTION TIME"), the Time Company shall have furnished to the Manager a letter substantially in the form of Sale Information Exhibit D hereto from each officer and director of the ProspectusCompany listed on Annex I hereto addressed to the Manager.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’sany "nationally recognized statistical rating organization", a Division as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceRule 436(g)(2) under the Securities Act; (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) supplements thereto effected subsequent to the execution and delivery of the ProspectusUnderwriting Agreement), that that, in the judgment of the Manager, is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) the Representative(s) Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (bi) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (db) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, counsel to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on Company, or of other counsel satisfactory to the Closing Date Manager and who may be an opinion of a deputy general counsel officer of the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) The Representative(s) shall the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have received a material adverse effect on the Closing Date opinions Company and its consolidated subsidiaries, taken as a whole; (ii) each of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Inc., Greenwood Trust Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP& Co. Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International Incorporated (the "Material Subsidiaries") has been duly incorporated, special counsel is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole; (iii) each of the Company and its Material Subsidiaries has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole; (iv) each of the Senior Debt Indenture and the Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act and each of the Third Supplemental Senior Indenture and the Third Supplemental Subordinated Indenture has been duly authorized, executed and delivered by the Company and each of the Senior Debt Indenture and the Subordinated Debt Indenture has been assumed by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) the Debt Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vi) the Universal Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vii) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (viii) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the relevant Indenture, the Debt Warrant Agreement, the Universal Warrant Agreement and the Unit Agreement, as the case may be, and delivered to and paid for (A) by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of the Underwriters' Securities, or other counsel acceptable by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities and (B) upon exercise of the Debt Warrants pursuant to the Representative(s)Debt Warrant Agreement, dated in the Closing Datecase of Debt Warrant Securities, will be entitled to the benefits of the relevant Indenture, the Debt Warrant Agreement, the Universal Warrant Agreement and the Unit Agreement, as the case may be, and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms except as the enforceability thereof (a) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (ix) the Underwriting Agreement has been duly authorized, executed and delivered by the Company; (x) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their respective terms except as the enforceability thereof (a) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (xi) the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement, the Senior Debt Indenture, the Subordinated Debt Indenture, the Offered Securities, any Delayed Delivery Contracts, the Debt Warrant Agreement, the Universal Warrant Agreement and the Unit Agreement, if any, will not contravene any provisions of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its consolidated subsidiaries, taken as a whole, or, to the effect set forth best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its consolidated subsidiaries, and no consent, approval or authorization or order of or qualification with any governmental body or agency is required for the performance by the Company of its obligations under the Underwriting Agreement, the Senior Debt Indenture, the Subordinated Debt Indenture, the Offered Securities, any Delayed Delivery Contract, the Debt Warrant Agreement, the Universal Warrant Agreement and the Unit Agreement, if any, except such as may be required by the securities or blue sky laws of the various states in Exhibits C-1 connection with the offer and C-2.sale of the Offered Securities; provided, however, that such counsel need not express an opinion as to whether the purchase of the Offered Securities constitutes a "prohibited transaction" under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended; (gxii) The Representative(sthe statements (1) shall have received on in the date Prospectus under the captions "Description of Debt Securities", "Description of Warrants", "Description of Purchase Contracts", "Description of Units" and "Plan of Distribution", (2) in the Registration Statement under Item 15, (3) in "Item 3 - Legal Proceedings" of the Underwriting Agreement most recent annual reports on Form 10-K incorporated by reference in the Prospectus and (4) in "Item 1 - Legal Proceedings" of Part II of the quarterly reports on Form 10-Q, if any, filed since such annual reports and incorporated by reference in the Closing Date letters, dated as of such datesProspectus, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing each case insofar as such statements and information constitute summaries of the type ordinarily included in accountants’ “comfort letters” legal matters, documents or proceedings referred to underwriters therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.matters referred to therein;

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇McGr▇▇-▇▇▇▇ Companies▇▇▇panies, Inc. or Mood▇’▇ ▇▇▇▇▇’▇ Investors estors Service; (b) there shall not have occurred any change in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and (c) the Representative(s) shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇Covi▇▇▇▇▇ & ▇url▇▇▇ ▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (c) the Representative(s) The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Trust and the Company has have complied with all of the agreements and satisfied all of the conditions obligations on its their part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (d) The Representative(s) shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) Manager shall have received on the Closing Date opinions of Piper & Marbury, L.L.P., Maryland counsel for the Company, Susan L. Harris, Esq., Vice President and General Counsel--Corporat▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇he Company, Davis Polk & Wardwell, special counsel for the Company, and Richard▇, ▇▇▇▇▇▇ & F▇▇▇▇▇, ▇elaware counsel for the Trust, each dat▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ate, to the effect set forth in Exhibits A, B, C and D, respectively. In giving such opinion, (i) Ms. Harris may rely, as to matters governed by laws other than the ▇▇▇▇ ▇▇ ▇▇e State of California and the federal law of the United States of America, on an opinion or opinions of Davis Polk & Wardwell, Piper & Marbury and Richards, Layton & Finge▇, (▇▇) ▇▇vis ▇▇▇▇ & ▇▇▇▇▇▇▇l m▇▇ LLP▇▇▇▇, as ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ned by laws othe▇ ▇▇▇▇ ▇▇▇ la▇▇ ▇▇ ▇▇e State of New York and the federal law of the United States of America, on an opinion or opinions of Piper & Marbury and Richards, Layton & Finger and (iii) Richards, Layton & Finger may r▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇rs governed by laws ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇tate of Delaware, on an opinion or opinions of Piper & Marbury and Davis Polk & Wardwell, in each case so long as such opinion shall b▇ ▇▇▇▇▇ ▇▇e C▇▇▇▇▇▇ ▇ate and in form and substance satisfactory to the Manager, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to Underwriters. (e) The Manager shall have received on the Closing Date an opinion of special counsel for the Underwriters, or other counsel acceptable to Underwriters (the Representative(sselection of whom shall be approved by the Company), dated the Closing Date, to the effect set forth in Exhibits C-1 paragraphs (i) and C-2(ii) in Exhibit A, paragraphs (i) through (iv) and (vi) through (viii) in Exhibit C and paragraphs (i) through (v) in Exhibit D. In giving such opinion, such counsel may rely, as to matters governed by laws other than the federal law of the United States of America, on an opinion or opinions of local counsel satisfactory to the Manager, so long as each such opinion shall be dated the Closing Date and in form and substance satisfactory to the Manager, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to Underwriters. (gf) The Representative(s) Manager shall have received on the date of the Underwriting Agreement and on Closing Date a letter, dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to the Representative(s)Manager, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementProspectus. (g) The Manager shall have received a certificate from The Bank of New York and The Bank of New York (Delaware), as Trust Trustees, dated the Closing Date and signed by appropriate officers of such Trust Trustees, containing statements and information substantially in the form of Exhibit E hereto. (h) The Preferred Securities of the Trust shall have been approved for listing on the New York Stock Exchange upon notice of issuance. (i) On the Closing Date, (i) the Preferred Securities shall have a rating of at least "Baa2" from Moody's Investors Service, Inc. and at least "A-" from Standard & P▇▇▇'▇ ▇orporation as evidenced in a letter from such rating agencies or by other evidence satisfactory to the Manager and (ii) no securities of the Company or of any other SunAmerica Capital Trust that is (x) organized in substantially the form of, and for substantially the same purpose as, the Time of Sale Information Trust and (y) whose common equity capital is wholly- owned by the ProspectusCompany or its subsidiaries (each a "SunAmerica Trust") shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization.

Conditions to Closing. The several obligations of the Underwriters hereunder are Placement Agents under this Agreement to purchase the Units will be subject to the following conditions: (a) Subsequent to the earlier date of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change change, or any development which is reasonably likely to result in a change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company Holdings and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the ProspectusPreliminary Memorandum that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities Units on the terms and in the manner contemplated in the Prospectus; andFinal Memorandum. (cb) the Representative(s) You shall have received on the Closing Date a certificatecertificates, dated the Closing Date and signed signed, respectively, by an executive officer of Holdings and the CompanyNote Issuer, to the effect set forth in clause (b) above and to the effect that the representations representation and warranties of each of Holdings and the Company Note Issuer contained in this Agreement are true and correct in all material respects as of the Closing Date and that each of Holdings and the Company Note Issuer has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied in all material respects on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) You shall have received on the Closing Date an opinion of Rosenman & Colin LLP, U.S. counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPfor the Issuers, dated the Closing Date, to the effect set forth in Exhibit A.D. (ed) The Representative(s) You shall have received on the Closing Date an opinion of a deputy general ▇▇▇▇▇▇▇▇ ▇▇▇▇, UK counsel of for the CompanyNote Issuer, dated the Closing Date, to the effect set forth in Exhibit B.E. (fe) The Representative(s) You shall have received on the Closing Date opinions of an opinion from ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Bermuda counsel for the Underwriters, or other counsel acceptable to the Representative(s)Holdings, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2.Exhibit F. (gf) The Representative(s) You shall have received on the date Closing Date opinions of foreign local counsel in France, Germany, Sweden and Finland, dated the Underwriting Agreement and Closing Date, to the effect set forth in Exhibit G. (g) You shall have received on the Closing Date lettersan opinion of Shearman & Sterling, counsel for the Placement Agents, dated as of such datesthe Closing Date, in form and substance reasonably satisfactory to you. (h) You shall have received on the Representative(s)Closing Date an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. regulatory counsel for the Issuers, dated the Closing Date, to the effect set forth in Exhibit H. (i) You shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to you, from the Company’s independent auditorspublic accountants for the Issuers, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated the Final Memorandum. (j) You shall have received on the Closing Date a certificate with respect to the pro forma financials of Holdings, dated the Closing Date and signed by reference into an executive officer of Holdings, to the Registration Statementeffect set forth in Exhibit I. (k) You shall have received on the Closing Date a certificate from the independent public accountants for the issuers, dated the Closing Date, to the effect that, based on valuations provided to such accountants, the Time U.S. government securities purchased pursuant to the Pledge Agreement are sufficient to Secure the first six scheduled interest payments due on the Notes. (l) Each of Sale Information the Transaction Documents shall have been (or shall, simultaneously with the Closing, be) executed and delivered by all other parties thereto and the ProspectusShareholder Equity Investment shall have been made as described in the Final Memorandum. (m) You shall have received on the Closing Date an opinion of California counsel for Cyberlink, Inc., dated the Closing Date, to the effect set forth on Exhibit J. (n) You shall have received such other documents as you and your counsel shall reasonably request.

Conditions to Closing. The several obligations of the --------------------- Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development which could reasonably be expected to result in a change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) supplements thereto effected subsequent to the execution and delivery of the ProspectusUnderwriting Agreement), that that, in the judgment of the Manager, is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (dc) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇Howard, Rice, Nemerovski, Canady, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLPRabkin, dated the Closing DateA Professional Corporation, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇is a duly incorporated, validly existing corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its property and conduct its business as described in the Prospectus; (ii) this Agreement has been duly authorized, executed and delivered by the Company; (iii) each of the Senior Debt Indenture and the Senior Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as enforcement thereof (a) may be limited by bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally, (b) is subject to general principles of equity, regardless of whether codified by statute and regardless of whether enforcement is considered in a proceeding in equity or at law, and (c) is subject to certain additional customary exceptions; (iv) the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company; (v) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the relevant Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of Underwriters' Securities, or by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, will be entitled to the benefits of the relevant Indenture and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms except as enforcement thereof (a) may be limited by bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally, (b) is subject to general principles of equity, regardless of whether codified by statute and regardless of whether enforcement is considered in a proceeding in equity or at law, and (c) is subject to certain additional customary exceptions; (vi) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Senior Debt Indenture, the Senior Subordinated Debt Indenture, the Offered Securities and the Delayed Delivery Contracts, at the time the Offered Securities were issued, did not (a) contravene (1) any provision of applicable law (other than the securities or Blue Sky laws of the various states as to which such counsel need express no opinion) or (2) the certificate of incorporation or by-laws of the Company or ▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters▇▇▇▇▇▇, or other counsel acceptable to (b) constitute a default under the Representative(s)Revolving Credit Facility, dated consisting of separate but substantially identical Credit Agreements, between the Closing Date, to Company and the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date lettersbanks listed therein, dated as of June 27, 1997, as amended, and the Revolving Promissory Notes issued pursuant thereto, or to the best knowledge of such datescounsel, after reasonable investigation, any other instrument or agreement binding upon the Company or any subsidiary and evidencing or related to indebtedness for borrowed money, except such instruments and other agreements relating to capitalized lease obligations and installment purchase agreements for the acquisition of fixed assets, indebtedness pursuant to which does not in the aggregate exceed $15 million; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Senior Debt Indenture, the Senior Subordinated Debt Indenture, the Offered Securities or the Delayed Delivery Contracts, or for the performance by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of its obligations under this Agreement, except such as are specified and have been obtained or may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Offered Securities; provided, however, that such counsel need not express an opinion as to whether the purchase of the Offered Securities constitutes a "prohibited transaction" under Section 406 of the Employee Retirement income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended; (vii) the statements (1) in the Prospectus under the captions "Description of Debt Securities," "Plan of Distribution," "Description of Notes," "Underwriting" and similar captions and (2) in the Registration Statement under Item 15, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing each case insofar as such statements and information constitute summaries of the type ordinarily included in accountants’ “comfort letters” legal matters, documents or proceedings referred to underwriters therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.matters referred to therein;

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Specified Issuer Trust or the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) supplements thereto effected subsequent to the execution and delivery of the ProspectusUnderwriting Agreement), that that, in the judgment of the Manager, is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, and a certificate, dated the Closing Date and signed by an Administrator of the Specified Issuer Trust: (i) to the effect set forth in clause (ba)(i) above and (in the case of the certificate signed by an executive officer of the Company); and (ii) to the effect that the representations and warranties of the Company (in the case of the certificate signed by an executive officer of the Company) and the Specified Issuer Trust (in the case of the certificate signed by an Administrator of the Specified Issuer Trust) contained in this Agreement are true and correct as of the Closing Date and that each of the Company and the Specified Issuer Trust, as applicable, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The executive officer or Administrator signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (dc) The Representative(s) Manager shall have received on the Closing Date an opinion of Sidley Austin Brown & Wood LLP, counsel to the Company, or of ▇▇othe▇ ▇▇▇▇▇▇▇ & ▇▇tis▇▇▇▇▇▇▇ LLP, dated the Closing Date, ory to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date Manager and who may be an opinion of a deputy general counsel officer of the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) The Representative(s) shall the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have received a material adverse effect on the Closing Date opinions Company and its consolidated subsidiaries, taken as a whole; (ii) each of Morgan Stanley DW Inc., Discover Bank, Morgan Stanley & ▇▇▇▇▇ ▇▇▇▇ & . ▇▇▇▇▇▇▇▇▇▇ed and Morgan Stanley ▇▇▇▇▇▇ational Incorporated (the "Mater▇▇▇ LLP▇▇b▇▇▇▇▇▇▇es") has been duly incorporated, special counsel for is validly existing as a corporation in good standing under the Underwriterslaws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or other counsel acceptable its ownership or leasing of property requires such qualification, except to the Representative(s)extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its consolidated subsidiaries, dated taken as a whole; (iii) each of the Closing DateCompany and its Material Subsidiaries has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole; (iv) the Junior Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act, has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as the enforceability thereof (A) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (B) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) the Junior Subordinated Debentures have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Junior Subordinated Debt Indenture and delivered to and paid for by the Issuer Trust, will be entitled to the benefits of the Junior Subordinated Debt Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms except as the enforceability thereof (A) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (B) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Offered Guarantee has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms except as the enforceability thereof (A) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (B) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (viii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Junior Subordinated Debt Indenture, the Trust Agreement, the Offered Guarantee and the Offered Junior Subordinated Debentures will not contravene any provisions of applicable law or the certificate of incorporation or by-laws of the Company or, to the effect set forth best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its consolidated subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its consolidated subsidiaries, and no consent, approval or authorization or order of or qualification with any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Junior Subordinated Debt Indenture, the Trust Agreement, the Offered Guarantee and the Junior Subordinated Debentures, except as may be required by the securities or Blue Sky laws of the various states in Exhibits C-1 connection with the offer and C-2.sale of the Offered Securities; provided, however, that such counsel need not express an opinion as to whether the purchase of the Offered Securities constitutes a "prohibited transaction" under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended; (gix) the statements (1) in the Basic Prospectus under the captions "The Representative(s) shall have received on the date Morgan Stanley Capital Trusts," "Description of the Underwriting Agreement Capit▇▇ ▇▇▇u▇▇▇▇▇▇," "Description of Junior Subordinated Debentures," "Description of Guarantees" and on the Closing Date letters, dated as "Plan of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.Distribution,"

Conditions to Closing. The several obligations of the Underwriters hereunder are hereunder, as to the Securities to be delivered at each Time of Delivery, shall be subject to the condition that all representations and warranties and other statements of the Company herein are, at and as of such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing DateTime of Delivery, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service; (b) there shall not have occurred any change material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that is material and adverse and that makes it impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (c) the Representative(s) The Representatives shall have received on the Closing Date Time of Delivery a certificate, dated the Closing Date Time of Delivery and signed by an executive officer of the Company, to the effect set forth in clause clauses (a) and (b) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date Time of Delivery and that the Company has complied with all of the agreements and satisfied all of the conditions obligations on its part to be performed or satisfied on or before the Closing DateTime of Delivery. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) The Representative(s) Representatives shall have received on the Closing Date an opinion Time of Delivery opinions of Piper & Marbury L.L.P., Maryland counsel of ▇to the Company, Susan L. Harris, Esq., Senior Vice President and General Counsel--C▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPs for the Company, dated the Closing Dateand Davis Polk & Wardwell, special counsel to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of Cl▇▇▇▇▇ ▇▇▇▇, t▇ ▇▇▇ ▇▇fect set forth in Exhibits A, B and C, respectively. In giving such opinion, Ms. Harris may rely, as to matters governed by laws other than the ▇▇▇▇ ▇▇ ▇▇e State of California and the federal law of the United States of America, on an opinion or opinions of Davis Polk & Wardwell and Piper & Marbury L.L.P., and Davis Polk & ▇▇▇▇▇▇▇▇ ▇ay ▇▇▇▇, ▇▇ to m▇▇▇▇▇s g▇▇▇▇▇▇▇ by laws othe▇ ▇▇▇▇ ▇▇▇ la▇▇ ▇▇ ▇▇e State of New York and the federal law of the United States of America, on an opinion of Piper & Marbury L.L.P., in each case so long as such opinion shall be dated the Time of Delivery and in form and substance satisfactory to the Representatives, and shall expressly permit the Underwriters to rely thereon as if such opinion were addressed to Underwriters. (e) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Underwriters, shall have furnis▇▇▇ ▇▇ you ▇▇▇h opinion or other counsel acceptable to the Representative(s)opinions, dated such Time of Delivery, as you may reasonably request, and the Closing Date, Company shall have furnished to such counsel such documents as they may request for the effect set forth in Exhibits C-1 and C-2purpose of enabling them to pass upon such matters. (gf) The Representative(s) Representatives shall have received on the date hereof and at each Time of the Underwriting Agreement and on the Closing Date lettersDelivery a letter, dated as the date hereof or the Time of such datesDelivery, respectively, in form and substance reasonably satisfactory to the Representative(s)Representatives, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters in accordance with AICPA standards, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, Prospectus. (g) The Securities and the Shares to be issued pursuant to the Purchase Contract Agreement or the Prepaid Securities Indenture shall have been approved for listing on the New York Stock Exchange upon notice of issuance. (h) On each Time of Sale Information Delivery, (i) the Securities shall have a rating of at least "Baa2" from Moody's Investors Service, Inc. and at least "A-" from Standard & P▇▇▇'▇ ▇orporation as evidenced in a letter from such rating agencies or by other evidence satisfactory to the Underwriters and (ii) no securities of the Company shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization and the ProspectusCompany shall have delivered to the Representatives a letter from such rating agency (or other evidence satisfactory to the Representatives), confirming that the Securities have such ratings. (i) The Representatives shall have received a letter from Mr. Eli Broad, substantially as set forth in the Prospectus in the last ▇▇▇▇▇▇▇▇ of the fourth paragraph under the caption "Underwriting," and such letter shall remain in effect and no terms thereof shall have been violated.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors ServiceRule 436(g)(2) under the Securities Act; (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, or, the Issuer Trust, from that set forth in the Time Prospectus (exclusive of Sale Information (excluding any amendment amendments or supplement thereto) supplements thereto effected subsequent to the execution and delivery of this Agreement), that, in the Prospectusjudgment of the Manager, that is material and adverse and that makes it it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Capital Securities on the terms and in the manner contemplated in the Prospectus; and (ciii) the Representative(s) Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer the Chief Financial Officer or the Treasurer of the Company, or any other person authorized by the Board of Directors of the Company to execute any such written statement (an "Executive Officer") to the effect set forth in clause (bi) above above, and a certificate signed by an Executive Officer and one of the Regular Trustees to the effect that the representations and warranties of the Company and the Issuer Trust contained in this Agreement are true and correct as of the Closing Date and that each of the Company and the Issuer Trust, as applicable, has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer Executive Officer and the Regular Trustee signing and delivering such certificate certificates may rely upon the best of his or her knowledge as to proceedings threatened. (db) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated Vice President, Associate General Counsel and Secretary of the Closing Date, Company or of other counsel satisfactory to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date Manager and who may be an opinion of a deputy general counsel officer of the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of New York, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole; (ii) each of the Company and its subsidiaries has all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all Federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file would not have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole; (iii) the Subordinated Debt Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company, enforceable in accordance with its terms except in each case as the enforceability thereof (a) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iv) the Subordinated Debentures have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Subordinated Debt Indenture and delivered to and paid for as described in the Prospectus, will be entitled to the benefits of the Subordinated Debt Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms except as the enforceability thereof (a) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) this Agreement has been duly authorized, executed and delivered by the Company; (vi) the Guarantee has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms except as the enforceability thereof (a) may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally and (b) is subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (vii) the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Subordinated Debt Indenture, the Declaration, the Guarantee, and the Subordinated Debentures do not contravene any provisions of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its consolidated subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Subordinated Debt Indenture, the Declaration, the Guarantee, and the Subordinated Debentures, except as may be required under the securities or blue sky laws of the various states in connection with the offer and sale of the Offered Capital Securities; provided, however that such counsel need not express an opinion as to whether the purchase of the Offered Capital Securities constitutes a "prohibited transaction" under Section 406 of the Employee Retirement Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended; (viii) the Issuer Trust is not and, after giving effect to the offering and sale of the Offered Capital Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (ix) the statements (1) in the Basic Prospectus under the caption "Description of Debt Securities," (2) in the Prospectus Supplement under the caption "Description of Subordinated Debentures," (3) in the Registration Statement under Item 15, (4) in "Item 3 - Legal Proceedings" of the most recent annual report on Form 10-K incorporated by reference in the Prospectus and (5) in "Item 1 - Legal Proceedings" of Part II of the quarterly reports on Form 10-Q, if any, filed since such annual report and incorporated by reference in the Prospectus, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (x) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its consolidated subsidiaries or the Issuer Trust is a party or to which any of the properties of the Company or any of its consolidated subsidiaries or the Issuer Trust is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated by reference as required; and (xi) such counsel (1) is of the opinion that each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except as to financial statements and schedules included therein as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (2) has no reason to believe that any part of the Registration Statement (except as to financial statements and schedules included therein, as to which such counsel need not express any belief, and except for that part of the Registration Statement that constitutes Forms T-1), on the date such part became effective contained, and the Registration Statement (except as to financial statements and schedules included therein, as to which such counsel need not express any belief, and except for the part of the Registration Statement that constitutes Forms T-1) as of the date such opinion is delivered contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (3) is of the opinion that the Registration Statement and the Prospectus (except as to financial statements and schedules included therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (4) has no reason to believe that the Prospectus (except as to financial statements and schedules included therein as to which such counsel need not express any belief) as of the date such opinion is delivered contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The Representative(s) Manager shall have received on the Closing Date opinions an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, dated the Closing Date, in agreed form. (d) The Manager shall have received on the Closing Date an opinion dated the Closing Date of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special Delaware counsel for the Issuer Trust and special tax counsel to the Company, or of other counsel acceptable satisfactory to the Representative(s)Manager, in agreed form. (e) The Underwriters shall have received (A) on the date of this Agreement a letter, dated the date of this Agreement, and (B) on the Closing Date a letter, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s)Manager, from the Company’s 's independent auditors, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementProspectus. (f) On the Closing Date, counsel for the Time Underwriters shall have been furnished with such additional documents and opinions as they may require for the purpose of Sale Information enabling them to pass upon the issuance and sale of the Offered Capital Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained and all proceedings taken by the Company and the ProspectusIssuer Trust in connection with the issuance and sale of the Offered Capital Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Manager and counsel for the Underwriters.

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Applicable Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any Issuer or any of the Company’s securities of any Issuer by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Managers, is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and (c) and the Representative(s) Managers shall have received received, on the Closing Date Date, a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (b) above and to the effect foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained in this Agreement herein are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering making such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of ▇▇▇▇A▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP. Block, Esquire, Senior Vice President, General Counsel and Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters), dated the Closing Date, to the effect (as applicable) that: (i) the Company has been duly incorporated, is validly existing as a corporation subsisting under the laws of the Commonwealth of Pennsylvania and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) all of the issued shares of capital stock of each Cable Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in Exhibit A.the Time of Sale Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Managers and he are justified in relying upon such opinions and certificates); (eiii) the Company has an authorized capitalization as set forth in the Time of Sale Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iv) each of the Senior Indenture dated as of January 7, 2003 among the Company, the Cable Guarantors (other than Comcast MO of Delaware, LLC) and The Bank of New York, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of March 25, 2003 among the Company, the Cable Guarantors and the Trustee (the “Senior Indenture”), and the Subordinated Indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) among the Company and the Cable Guarantors and The Bank of New York, as trustee, has been duly authorized, executed and delivered by the Company; (v) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (vi) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (vii) the Offered Company Securities have been duly authorized by the Company; (viii) this Agreement has been duly authorized, executed and delivered by the Company; (ix) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by each Issuer of, and the performance by each Issuer of its obligations under, this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, will not contravene any provision of applicable law of the United States (except with respect to laws relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of any Issuer or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon such Issuer, and, except for the orders of the Commission making the Registration Statement effective and the Senior Indenture and the Subordinated Indenture qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) (which have been obtained) and such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the cable communications industry, as to which such counsel is not called upon to express any opinion), Pennsylvania, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by any Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any; (x) subject to such qualification as may be set forth in the Time of Sale Prospectus, the Company and its subsidiaries have, and are in material compliance with, such franchises, and to the best knowledge of such counsel after reasonable investigation, such licenses and authorizations, as are necessary to own their cable communications properties and to conduct their cable communications business in the manner described in the Time of Sale Prospectus, except where the failure to have, or comply with, such franchises, licenses and authorizations would not have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole, and such franchises, licenses and authorizations contain no materially burdensome restrictions not adequately described in the Time of Sale Prospectus, which restrictions would have a material adverse effect on the business or financial condition of the Company and its subsidiaries, as a whole; (xi) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Time of Sale Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xii) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Time of Sale Prospectus and is not so described or of any contract or other document which is required to be described in the Registration Statement or the Time of Sale Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xiii) the securities into which the Offered Company Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; and (xiv) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom and the Form T-1, as to which such counsel is not called upon to express any belief), on the date on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Time of Sale Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the Applicable Time or as amended or supplemented, if applicable, as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (3) that the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date of the Underwriting Agreement or as amended or supplemented, if applicable, at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they are made, not misleading; or (4) that the documents incorporated by reference in the Prospectus (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, Time of Sale Prospectus, Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the Commonwealth of Pennsylvania and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to the Underwriters. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company. (d) The Representative(s) Managers shall have received on the Closing Date an opinion of a deputy general D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, special counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) The Representative(seach Cable Guarantor is a corporation or limited liability company duly incorporated or duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation; (ii) shall have received on each of the Closing Date opinions Senior Indenture and the Subordinated Indenture has been duly authorized, executed and delivered by each Cable Guarantor and assuming each of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPthe Senior Indenture and the Subordinated Indenture has been duly authorized, special counsel for executed and delivered by the UnderwritersCompany and duly executed and delivered by the respective trustee thereto, each of the Senior Indenture and the Subordinated Indenture is a valid and binding agreement of each Issuer, enforceable against each Issuer in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other counsel acceptable similar laws affecting creditors’ rights generally from time to time in effect and to general equity principles); (iii) assuming the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company and duly executed and delivered by the Warrant Agent, the Warrant Agreement, if any, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general equity principles); (iv) assuming the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company and duly executed and delivered by the Agent, the Unit Agreement, if any, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general equity principles); (v) the Additional Guarantee, if any, has been duly authorized, executed and delivered by each Cable Guarantor and is a valid and binding agreement of each Cable Guarantor, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general equity principles); (vi) the Cable Guarantees have been duly authorized, and, assuming the Offered Company Securities have been authorized by the Company, when the Offered Company Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture or Subordinated Indenture, the Offered Securities and the Debt Securities will be valid and binding obligations of the Issuers, enforceable against them in accordance with their terms (subject, as to enforcement or remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general equity principles), and will be entitled to the Representative(s), dated benefits of the Closing Date, to the effect set forth in Exhibits C-1 and C-2relevant Senior Indenture or Subordinated Indenture. (gvii) The Representative(sthis Agreement has been duly authorized, executed and delivered by each Cable Guarantor party hereto; (viii) shall have received on the date each of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s), from the Company’s independent auditors, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information Senior Indenture and the Prospectus.Subordinated Indenture has been duly qualified under the Trust Indenture Act; (ix) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, th

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date) and the performance of the following conditions: (a) Subsequent to the earlier of (x) the Applicable Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Issuer or any of the Company’s securities of any Issuer by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business business, properties or operations, operations of the Company and its consolidated subsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, that that, in the judgment of the Managers, is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and (c) and the Representative(s) Managers shall have received received, on the Closing Date Date, a certificate, dated the Closing Date and signed by an either the chief executive officer or chief financial officer of the Company, to the effect set forth in clause (b) above and to the effect foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained in this Agreement herein are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on hereunder at or before prior to the Closing Date. The officer signing and delivering making such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date, to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & . ▇▇▇▇▇▇▇▇ LLP, special counsel for Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect (as applicable) that: (i) each of the Company and Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) all of the issued shares of capital stock of the Principal Subsidiary and each Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in Exhibits C-1 the Time of Sale Prospectus and C-2.the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Managers and he are justified in relying upon such opinions and certificates); (giii) The Representative(s) shall have received on the date Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the Underwriting Agreement issued shares of capital stock of the Company have been duly and on validly authorized and issued and are fully paid and non-assessable; (iv) each of the Closing Date letters, indenture dated as of August 1, 1998 (the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee (the “Senior Debt Trustee”), the indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Subordinated Debt Trustee”), the Mortgage and Deed of Trust, dated July 1, 1939, between the Company and BNY Midwest Trust Company, as successor to ▇▇▇▇▇▇ Trust and Savings Bank, as trustee (the “Mortgage Bond Trustee”), as amended and supplemented by thirty-nine indentures supplemental thereto (such datesMortgage and Deed of Trust, as heretofore amended and supplemented, the “Mortgage”) and as to be amended and supplemented by the supplemental indenture, to be dated as of a date indicated in a relevant prospectus supplement (the “Supplemental Indenture”) (the Mortgage, as so amended and supplemented by such supplemental indentures, the “Amended Mortgage”), has been duly authorized, executed and delivered by the Company; (v) assuming the due authorization, execution and delivery by the other parties thereto, the Amended Mortgage constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; (vi) the Amended Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Amended Mortgage, and all taxes and recording or filing fees required to be paid in connection with the execution, recording or filing of the Amended Mortgage have been duly paid; (vii) the Company has good and sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the Amended Mortgage as owned by it and subject to the lien of the Amended Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (a) minor leases and liens of judgments not prior to the lien of the Amended Mortgage, which, in form and substance reasonably satisfactory to the Representative(s)such counsel’s opinion, from do not interfere with the Company’s independent auditorsbusiness, containing statements (b) minor defects, irregularities and information deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such property and rights of- way for the purposes for which they are held by the Company, and (c) other permitted liens as defined in the Amended Mortgage; subject to the qualifications set forth in this Section 4(c)(viii), the Amended Mortgage constitutes a valid, direct first mortgage lien upon said properties and upon all franchises owned by the Company, which properties and franchises include all the physical properties and franchises of the type ordinarily included Company (other than classes of property expressly excepted in accountantsthe Amended Mortgage); all physical properties and franchises (other than classes of property expressly excepted in the Amended Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at the time of the acquisition thereof by the Company and except as described in the Time of Sale Prospectus and the Prospectus; and the descriptions of all such properties and assets contained in the granting clauses of the Amended Mortgage are correct and adequate for the purposes of the Amended Mortgage; (viii) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (ix) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (x) the Additional Guarantee, if any, has been duly authorized, executed and delivered by the Company; (xi) the Offered Securities have been duly authorized, executed, and delivered by the Issuers; (xii) when the Offered Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage, the Offered Securities will be valid and binding obligations of the Issuers, enforceable against them in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ “comfort letters” rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to underwriters the benefits of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage and to the lien of the Amended Mortgage; (xiii) this Agreement has been duly authorized, executed and delivered by the Company and each Guarantor party hereto; (xiv) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by each Issuer of, and the performance by each Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, will not contravene any provision of the laws of the State of Kansas or any federal law of the United States of America (including laws relating specifically to electric utility companies and the electric utility industry) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of any Issuer or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon such Issuer, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws, and no consent, approval or authorization of any governmental body or agency under the laws of the State of Kansas or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to the financial statements public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States of America or of any foreign jurisdiction is required for the performance by the Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, the Unit Agreement and certain financial information contained the Additional Guarantee, if any, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws; (xv) each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (xvi) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference into in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xvii) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Information Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Prospectus.Registration Statement, the Time of Sale Prospectus or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xviii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; (xixi) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities;

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, : (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s 's securities by Standard & Poor’s, a Division any "nationally recognized statistical rating organization," as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations, of the Company and its subsidiariesSubsidiaries, taken as a whole, from that set forth in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, Prospectus that is material and adverse and that makes it it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Managers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (ba)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon the reasonable best of his knowledge as to proceedings threatened. (dc) The Representative(s) Managers shall have received on the Closing Date an opinion of counsel of ▇Silver, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, L.L.P., counsel to the Company, dated the Closing DateDate and addressed to the Managers, to the effect set forth in Exhibit A.that: (ei) Each of the Company and its Subsidiaries: (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (B) is duly qualified and in good standing as a foreign corporation in each jurisdiction where the Company has certified to such counsel that it owns, leases or licenses properties, maintains employees or conducts business, except for those failures to be so qualified or in good standing which will not in the aggregate have a material adverse effect on the Company and its Subsidiaries taken as a whole; and (C) has all requisite corporate power and authority to own, lease and license its respective properties and conduct its 9NEXT PAGE business as described in the Registration Statement and the Prospectus. All of the issued and outstanding capital stock of each subsidiary of the Company has been duly and validly issued and is fully paid and nonassessable and was not issued in violation of any statutory preemptive rights or, to such counsel's knowledge, contractual preemptive rights and is owned directly or indirectly by the Company, free and clear of any lien, encumbrance, security interest or, to such counsel's knowledge, any claim, restriction on transfer, shareholders' agreement, voting trust or other defect of title whatsoever. (ii) this Agreement has been duly authorized, executed and delivered by the Company; (iii) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (iv) the Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability; (v) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for (A) by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of Underwriters' Securities, or (B) by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable against the Company in accordance with their respective terms except as (1) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (2) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability; (vi) The Representative(sexecution, delivery, and performance of this Agreement, the Indenture and the Delayed Delivery Contracts and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not (A) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, 10NEXT PAGE charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any material agreement, instrument, franchise, license or permit certified to such counsel by an officer of the Company to which the Company or any of its Subsidiaries is a party or by which any of such corporations or their respective properties or assets may be bound; or (B) violate or conflict with any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or any statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets or, to the knowledge of such counsel, any judgment, decree or order of any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets, which (in the case of clause A and B) conflict, breach or violation, whether individually or in the aggregate, could have material adverse effect on the Company and its Subsidiaries, taken as a whole; or (C) to such counsel's knowledge, require any consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any public, governmental or regulatory agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets, except (in the case of clause (C) above) for any such consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits as may be required by the NASD or under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters (as to which such counsel need express no opinion) and such as have been made or obtained under the Securities Act. (vii) To such counsel's knowledge, there is no legal or governmental suit or proceeding or investigation before any court or before or by any public, regulatory or governmental agency or body pending or threatened against the Company or any of its Subsidiaries or their business or properties, which is of a character required to be disclosed in the Registration Statement and the Prospectus that has not been disclosed therein. (viii) The Registration Statement and the Prospectus and any amendments thereof or supplements thereto (other than the exhibits and the financial statements and schedules and other financial or statistical data included therein, as to which no opinion need be rendered) comply as to form in all material respects within the requirements of the Securities Act. (ix) The Registration Statement has become effective under the Securities Act, and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission and all filings required by Rule 424(b) under the Securities Act have been made within the time periods required thereby. 11NEXT PAGE In addition, such counsel shall state that such counsel has participated in conferences with officers and representatives of the Company, representatives of the independent public accountants for the Company and the Underwriters at which the contents of the Registration Statement and the Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for and has not verified the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus, and has not made any independent check or verification thereof, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided by officers and other representatives of the Company), no facts have come to the attention of such counsel that lead such counsel to believe that either the Registration Statement at the time it became effective (including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b), if applicable), or any amendment thereof made prior to the Closing Date as of the date of such amendment, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus as of its date (or any amendment thereof or supplement thereto made prior to the Closing Date as of the date of such amendment or supplement) and as of the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no belief or opinion with respect to the exhibits and the financial statements and other financial and statistical data included therein). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to Underwriters' counsel) of other counsel reasonably acceptable to Underwriters' counsel, familiar with the applicable laws; (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and certificates or other written statements of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company and its Subsidiaries, provided that copies of any such statements or certificates shall be delivered to Underwriters' counsel. (d) The Representatives shall have received on the Closing Date an opinion of a deputy general counsel of the Companyletter, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Underwriters, or other counsel acceptable to the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s)Representatives, from the Company’s 's independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus. (e) The Managers shall have received on the Closing Date an opinion of counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the underwriters. 12NEXT PAGE

Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting Agreement and prior to the Closing Date, , (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined for purposes of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;Rule 436(g)(2) under the Securities Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in or contemplated by the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus, Prospectus that is material and adverse and that makes it it, in the reasonable judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Prospectus; and. (cb) the Representative(s) The Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, on behalf of the Company, to the effect (i) as set forth in clause (ba)(i) above above, (ii) that there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and to its subsidiaries, taken as a whole, from that set forth in or contemplated by the effect Prospectus that is material and adverse, and (iii) that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened. (dc) The Representative(s) Manager shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing DateS.C., to the effect set forth in Exhibit A. (e) The Representative(s) shall have received on the Closing Date an opinion of a deputy general counsel of for the Company, dated the Closing Date, to the effect set forth in Exhibit B.that: (fi) the Company is validly existing as a corporation in good standing under the laws of the State of Wisconsin and has the corporate power and authority to own its property and to conduct its business as described in the Prospectus. (ii) this Agreement has been duly authorized, executed and delivered by the Company; (iii) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms; (iv) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms; (v) the Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, in the case of Underwriters’ Securities, or by institutional investors in accordance with the terms of the Delayed Delivery Contracts, in the case of the Contract Securities, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms; (vi) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Offered Securities, and any Delayed Delivery Contracts, will not contravene any provision of the law of the State of Wisconsin or the federal laws of the United States applicable to the Company or the articles of incorporation or by-laws of the Company or, to the best of such counsel’s knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries which has been identified to such counsel by the Company as one of such instruments that is material to the Company and its subsidiaries, taken as a whole, or, to the best of such counsel’s knowledge, without independent investigation other than inquiries of responsible officers of the Company, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of or qualification with any federal or State of Wisconsin governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Offered Securities, or any Delayed Delivery Contract, except such as have been obtained or such as may be required by securities or Blue Sky laws in connection with the offer and sale of the Offered Securities; (vii) the statements (1) in the Prospectus under the captions “Description of Debt Securities,” “Description of the Debentures—General,” “Description of the Debentures—Optional Redemption,” “Plan of Distribution” and “Underwriting”, (2) in the Registration Statement under Item 15 thereof, and (3) to such counsel’s knowledge, after due inquiry of responsible officers of the Company, under the caption “Executive Compensation--Employment Agreements” and “--Other Agreements” in the Company’s Proxy Statement for its Annual Meeting of Stockholders immediately succeeding the filing of the Company’s last annual report, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (viii) the Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended; (ix) the statements in the Prospectus under the caption “ Certain United States Tax Consequences to Non-United States Holders” insofar as such statements constitute a summary of the United States federal tax laws referred to therein are accurate and fairly summarize the United States federal tax laws referred to therein; (1) each document filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (2) each part of the Registration Statement, when such part became effective or any later date of a filing of an Annual Report on Form 10-K, and the Prospectus, as of its date and as of the Closing Date, appeared on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, except that, in each case, such counsel need not express any opinion as to the financial statements, schedules and other financial data included in or excluded from such documents filed pursuant to the Exchange Act or the Registration Statement or that part of the Registration Statement that constitutes the Form T-1 and such counsel need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in such documents filed pursuant to the Exchange Act or in the Registration Statement and the Prospectus (other than as specified in subparagraph (viii) above insofar as the captions referred to therein relate to provisions of documents and other legal matters); and (xi) in addition, such opinion shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, and with representatives of the Underwriters and counsel for the Underwriters at which the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel need not pass upon or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus and need not make any independent check or verification thereof (other than as specified in subparagraph (viii) above insofar as the captions referred to therein relate to provisions of documents), on the basis of the foregoing, no facts have come to the attention of such counsel which have led such counsel to believe that the Registration Statement, at the time it became effective or any later date of a filing of an Annual Report on Form 10-K, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date and as of the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that such counsel need not express any opinion as to the financial statements, schedules and other financial data included in or excluded from the Registration Statement or that part of the Registration Statement that constitutes the Form T-1. Such counsel may also state in such opinion that (i) whenever such counsel indicates that the opinion is with respect to matters within the “knowledge of” or “known by” such counsel, such knowledge means the representations and warranties of the Company contained in this Agreement and in the documents delivered on the Closing Date by the Company pursuant to this Agreement, and the current conscious awareness of facts of the attorneys currently practicing law with such firm who had involvement in the transaction or such other attorneys presently in the firm whom such counsel has determined are likely, in the course of representing the Company, to have knowledge of the matters covered by the opinion, and that (ii) such opinion is limited to the laws of the United States, the State of Wisconsin and the General Corporation Law of the State of Delaware. As to matters involving the application of laws of any jurisdiction other than the State of Wisconsin, the General Corporation Law of the State of Delaware, and the United States, such counsel may assume that the laws of such jurisdiction are identical to the laws of the State of Wisconsin. With respect to subparagraphs (iii), (iv) and (v), such counsel may state that the enforceability of the Indenture, the Delayed Delivery Contracts, if any, and the Offered Securities may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting the enforcement of creditors’ rights and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing. In applying such principles, a court, among other things, might not allow the Trustee to take action based upon the occurrence of a default deemed immaterial and such counsel may assume that the Trustee will at all times act in good faith, in a commercially reasonable manner and in compliance with all laws and regulations. (d) The Representative(s) Manager shall have received on the Closing Date opinions an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel for the Company, dated the Closing Date, to the effect that: (i) the Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; (ii) Kohl’s Department Stores, Inc. is validly existing as a corporation in good standing under the laws of the State of Delaware, and has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and, is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; (iii) the statements (1) to such counsel’s knowledge, after due inquiry of responsible officers of the Company, in “Item 3 — Legal Proceedings” of the Company’s most recent annual report on Form 10-K incorporated by reference in the Prospectus, and (2) to such counsel’s knowledge, after due inquiry of responsible officers of the Company, in “Item 1 — Legal Proceedings” of Part II of the Company’s quarterly reports on Form 10-Q, if any, filed since such annual report, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; and (iv) after due inquiry, without independent investigation other than inquiries of responsible officers of the Company, such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, material contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required. (e) The Manager shall have received on the Closing Date an opinion of Shearman & Sterling, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in subparagraphs (c) (ii), (iii), (v), (x)(2) and (xi) and the statements in the Prospectus under “Plan of Distribution.” With respect to the subparagraphs (x) and (xi) of paragraph (c) above, ▇▇▇▇▇▇▇ & ▇▇▇▇, S.C. and Shearman & Sterling may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to clause (2) of subparagraph (x) and subparagraph (xi) of paragraph (c) above, Shearman & Sterling may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. The opinion of ▇▇▇▇▇▇▇ LLP& ▇▇▇▇, special counsel for the Underwriters, or other counsel acceptable S.C. described in paragraph (c) above shall be rendered to the Representative(s)Manager at the request of the Company and shall so state therein. (f) The Manager shall have received on the Closing Date a letter, dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) shall have received on the date of the Underwriting Agreement and on the Closing Date letters, dated as of such dates, in form and substance reasonably satisfactory to the Representative(s)Manager, from the Company’s independent auditorspublic accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectus.

Conditions to Closing. The several obligations Closing of the Underwriters hereunder offering and the Investors obligation to purchase and pay for the Firm Shares on the Closing Date are subject to the following conditions, which conditions may be waived in writing in whole or in part by the Placement Agent on behalf of the Investors: (a) Subsequent to the earlier of (x) the Time of Sale and (y) the execution and delivery of the Underwriting this Agreement and prior to the Closing Date, : (i) there shall not have been occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded to any of the Company’s securities of the Company or any of its subsidiaries by Standard & Poor’s, a Division any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇’▇ Investors Service;the Exchange Act; and (bii) there shall not have occurred any change change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, operations of the Company and its subsidiaries, taken as a whole, from that set forth in each of the Time of Sale Information (excluding any amendment or supplement thereto) Prospectus and the ProspectusProspectuses that, that in your judgment, is material and adverse and that makes it it, in your judgment, impracticable or inadvisable to market or deliver the Offered Securities Shares on the terms and in the manner contemplated in the Time of Sale Prospectus; and. (cb) the Representative(s) The Placement Agent shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, but without personal liability, to the effect set forth in clause (bSection 7(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (dc) The Representative(s) Placement Agent shall have received on the Closing Date an opinion of counsel of ▇▇▇▇▇S▇▇▇▇ & ▇▇M▇▇▇▇▇ LLP, outside Canadian counsel for the Company and may rely upon, as to matters of fact, certificates of public officials and officers of the Company, as applicable, and letters from stock exchange representatives and transfer agents dated the Closing Date, with respect to the effect set forth in Exhibit A.following matters, subject to customary limitations, assumptions and qualifications: (ei) the Company has been incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and capacity to own its property and to conduct its business as described in each of the Time of Sale Prospectus and the Prospectuses; (ii) each Canadian Subsidiary of the Company has been incorporated, is validly existing in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and capacity to own its property and to conduct its business as described in each of the Time of Sale Prospectus and the Prospectuses; (iii) the Company is duly registered under the Act respecting the legal publicity of enterprises (Quebec); (iv) the Company is a “reporting issuer” (as that term is defined under Canadian Securities Laws) or the equivalent in the Province of Quebec, and is not noted as being in default on the list of defaulting reporting issuers maintained by the Reviewing Authority; (v) the authorized share capital of the Company conforms as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectuses as of close of business on the day prior to the Closing Date; (vi) all of the issued shares of each Canadian Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and the Company is the registered owner of all such shares; (vii) the Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights under the Canada Business Corporations Act or, to such counsel’s knowledge, any agreements of the Company that are material to the Company; (viii) this Agreement has been duly authorized and, in so far as execution and delivery are applicable and governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, executed and delivered by the Company; (ix) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not result in a material breach of or a material default (whether after notice or lapse of time or both) of any terms, conditions or provisions of the laws of the Province of Québec or federal laws of Canada applicable therein that are applicable to the Company, or the articles of incorporation or by laws of the Company or, to such counsel’s knowledge, such agreements of the Company that are material to the Company as to be mutually agreed, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency having jurisdiction under the laws of the Province of Québec or federal laws of Canada applicable therein is required for the performance by the Company of its obligations under this Agreement except as have been obtained or will be obtained prior to the Closing Date; (x) subject to the qualifications and limitations set out therein, the summary of matters included in the Canadian Base Prospectus under the caption “Statutory Rights of Withdrawal and Rescission” is an accurate summary in all material respects of such matters; (xi) the description of the Shares in the Canadian Base Prospectus is, in all material respects, an accurate description of the rights, privileges, restrictions and conditions attaching to such securities; (xii) subject to the qualifications, assumptions and limitations referred to therein, the statements set out in the Time of Sale Prospectus and in the Prospectuses under the caption “Certain Canadian Federal Income Tax Considerations” accurately describe a general summary, in all material respects, of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a holder who acquires Shares pursuant to the offering of the Shares; (xiii) subject to the qualifications, assumptions and limitations referred to therein, the statements set out in the Canadian Final Prospectus under the caption “Eligibility for Investment” is in each case accurate as of the date hereof; (xiv) except as set out in a schedule to such counsel’s opinion, such counsel does not represent the Company or any of its subsidiaries in respect of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party that are not described in the Registration Statement, the Time of Sale Prospectus or the Prospectuses; (xv) subject to the qualifications, assumptions and limitations referred to therein, in the opinion of such counsel, the Canadian Final Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which such counsel does not express any opinion) when it was filed with the Reviewing Authority, is appropriately responsive in all material respects to the requirements of applicable Canadian Securities Laws (it being understood that counsel expresses no opinions as to the accuracy of the disclosure made in response to such requirements or whether such disclosure constitutes all material information required to be disclosed in response thereto); (xvi) all necessary corporate action has been taken by the Company to authorize the certification and the filing of the Canadian Preliminary Prospectus, if any, and the Canadian Final Prospectus with the Reviewing Authority; (xvii) all necessary corporate action has been taken by the Company to authorize the filing of the Registration Statement, the U.S. Preliminary Prospectus, if any, and the U.S. Final Prospectus with the Commission; (xviii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (xix) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary qualifications for enforceability opinions, and subject to qualifications regarding the Agreement’s governing laws; (xx) TSX Trust Company, at its principal transfer office in the City of Montréal, Québec, has been duly appointed as registrar and transfer agent in respect of the Common Shares in Canada; (xxi) all necessary documents have been filed, all requisite proceedings have been taken and all other necessary approvals, permits, consents and authorizations have been obtained by the Company under Canadian Securities Laws to qualify the distribution of the Shares to the public in the Province of Quebec through persons who are registered under the Canadian Securities Laws of the Province of Quebec who have complied with the relevant provisions of such Canadian Securities Laws; (xxii) the TSX has granted conditional approval for the listing of the Shares, subject only to the satisfaction by the Company of customary conditions imposed by the TSX; (xxiii) the choice of the laws of the State of New York as the law governing this Agreement would, to the extent specifically pleaded, be recognized and applied in an action brought before a court of competent jurisdiction in the Province of Québec (a “Québec Court”), provided such choice is bona fide (i.e. not made with a view to avoiding the consequences of the law of any other jurisdiction), subject to proof of such laws as a question of fact, except that: (A) the laws of the State of New York would not be applied if such laws or the result of their application would be manifestly inconsistent with public order as understood in international relations or if it governs conflict of laws, revenue, expropriatory or penal matters; (B) a Québec Court may not give effect to a mandatory provision of the laws of another jurisdiction with which the situation is not closely connected even though it determines that legitimate and manifestly preponderant interests so require; (C) a Québec Court would apply the internal law of the State of New York, but not its rules governing conflict of laws; (D) a Québec Court would apply those laws of the Province of Québec which such Québec Court characterized as procedural in nature and would not apply those laws of the State of New York which such Québec Court characterized as procedural in nature; and (E) a Québec Court may apply the rules of evidence of the Province of Québec which are more favorable than those of the laws of the State of New York to the establishment of evidence; (F) although a Québec Court has jurisdiction to hear a dispute, it may exceptionally and on an application by a party, decline jurisdiction if it considers that the authorities of another country are in a better position to decide; and (xxiv) the submission by the Company to the non-exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan, The City of New York, New York (a “New York Court”) would be recognized by a Québec Court as a valid submission to the jurisdiction of the New York Court, except that although a Québec Court has no jurisdiction to hear a dispute, it may nevertheless hear it provided the dispute has a sufficient connection with Québec, if proceedings abroad prove impossible or the institution of proceedings abroad cannot reasonably be required; (d) The Representative(s) Placement Agent and Investors shall have received on the Closing Date an opinion of a deputy general counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B. (f) The Representative(s) shall have received on the Closing Date opinions of D▇▇▇▇▇ ▇▇▇▇ & ▇▇W▇▇▇▇▇▇ LLP, special outside U.S. counsel for the UnderwritersCompany, or other counsel acceptable to and the Representative(s), dated the Closing Date, to the effect set forth in Exhibits C-1 and C-2. (g) The Representative(s) Placement Agent shall have received on the date Closing Date, a negative assurance letter of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, outside U.S. counsel for the Underwriting Agreement and on Company, each dated the Closing Date letters, dated as of such datesDate, in form and substance reasonably satisfactory to you. (e) The Placement Agent shall have received on the Representative(sClosing Date a letter or reliance letter, as applicable (the “Title Opinion”), from of the Company’s independent auditorslegal counsel, containing statements and information addressed to the Placement Agent, dated as of the type ordinarily included Closing Date, in accountants’ “comfort letters” form and substance reasonably satisfactory to underwriters you, with respect to the financial statements title and certain financial information contained ownership rights in or incorporated by reference into the Registration Statement, the Time of Sale Information and the Prospectuseach Material Property.