Bond WestDigit Corp 4.75% ( US958102AM75 ) in USD

WestDigit Corp

100 % ▲

United States

US958102AM75 ( in USD )

4.75% per year ( payment 2 times a year)

14/02/2026

Prospectus brochure of the bond Western Digital Corp US958102AM75 en USD 4.75%, maturity 14/02/2026

2 000 USD

2 300 000 000 USD

958102AM7

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

15/08/2025 ( In 79 days )

Western Digital Corporation is a multinational data storage company that designs, manufactures, and sells data storage devices and systems, including hard disk drives, solid-state drives, and flash memory products.

The Bond issued by WestDigit Corp ( United States ) , in USD, with the ISIN code US958102AM75, pays a coupon of 4.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/02/2026

The Bond issued by WestDigit Corp ( United States ) , in USD, with the ISIN code US958102AM75, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by WestDigit Corp ( United States ) , in USD, with the ISIN code US958102AM75, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Exhibit 1.1
Western Digital Corporation
4.750% Senior Notes due 2026
Underwriting Agreement
January 30, 2018
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
J.P. MORGAN SECURITIES LLC
As representatives of the several Underwriters
named in Schedule I hereto
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
Western Digital Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated
herein, to issue and sell to the Underwriters named in Schedule I to this agreement (this "Agreement") (collectively, the
"Underwriters", which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for
whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC are acting as representatives (in
such capacity, the "Representatives" or "you") on behalf of the Underwriters, acting severally and not jointly,
$2,300,000,000 aggregate principal amount of the Company's 4.750% Senior Notes due 2026 (the "Notes").
The Notes will be issued pursuant to an indenture, to be dated as of February 13, 2018, among (i) the Company, the
guarantors listed on Schedule III hereto (the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee").
The Notes will be guaranteed on a senior unsecured basis by the Guarantors (the "Guarantee" and, together with the Notes,
the "Securities").
In connection with the offering of the Securities, the Company will also (i) conduct a tender offer (the "Tender Offer") for
any or all of the Company's outstanding 10.500% senior unsecured notes due 2024 (the "10.500% Notes") that were issued
pursuant to the indenture, dated as of April 13, 2016 (the "10.500% Notes Indenture"), among the Company, the guarantors
party thereto and U.S. Bank National Association, as trustee, upon the terms and subject to the conditions set forth in that
certain Offer to Purchase and Consent Solicitation Statement, dated January 29, 2018 (the "Offer to Purchase"), and solicit
consents to amend the 10.500% Notes Indenture (the "Consent Solicitation" and, together with the Tender Offer, the
"Tender Offer and Consent Solicitation") and (ii) issue a conditional notice of redemption (the "Conditional Call Notice") to
redeem any or all of the 10.500% Notes that remain outstanding after consummation of the Tender Offer and Consent
Solicitation.
1. (a) Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agrees with, each of
the Underwriters that:

(i) An "automatic shelf registration statement" as defined under Rule 405 under the Securities Act of 1933, as amended (the
"Act") on Form S-3 (File No. 333-222762) in respect of the Securities has been filed with the Securities and Exchange
Commission (the "Commission") not earlier than three years prior to the date hereof; such registration statement, and any
post-effective amendment thereto, became effective upon filing pursuant to Rule 462(e) under the Act; and no stop order
suspending the effectiveness of such registration statement or any post-effective amendment thereto has been issued and
no proceeding for that purpose or pursuant to Section 8(a) of the Act has been initiated or, to the knowledge of the
Company or any Guarantor, threatened by the Commission, and no notice of objection of the Commission to the use of such
registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received
by the Company (the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and
including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Act to be part of such registration
statement (the "Rule 430 Information"), each as amended at the time such part of the registration statement became
effective, are hereinafter collectively called the "Registration Statement"; any preliminary prospectus included in the
Registration Statement that omits Rule 430 Information and any prospectus filed with the Commission pursuant to Rule 424
(a) under the Act is hereinafter called a "Preliminary Prospectus"; the Preliminary Prospectus relating to the Securities that
was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(a)(iii) hereof), is
hereinafter called the "Pricing Prospectus"; the form of the final prospectus relating to the Securities filed with the
Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of
the date of such prospectus; any reference to any amendment or supplement to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any
prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any
documents filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by
reference therein, in each case after the date of such prospectus; any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the
Registration Statement; and any "issuer free writing prospectus" as defined in Rule 433 under the Act relating to the
Securities is hereinafter called an "Issuer Free Writing Prospectus");
(ii) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has
been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material
respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the rules and regulations of the Commission thereunder, and did not contain an 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, in the light of the
circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to
the Company by an Underwriter through the Representatives expressly for use therein; for the purposes of this Agreement,
the Company hereby acknowledges that the only information that the Underwriters, through the Representatives, have
furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, the Pricing
Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, any Issuer Free
Writing Prospectus or any "issuer information" filed or required to be filed pursuant to Rule 433(d) under the Act are the
statements in the first paragraph in the section titled "Commissions and Discounts", the second and third sentences of the
section titled "New Issue of Notes" and the first and second sentences of the section titled "Short Positions," in each case
under the caption "Underwriting" contained in the Preliminary Prospectus and the Prospectus (collectively, the
"Underwriter Information");

(iii) For the purposes of this Agreement, the "Applicable Time" is 5:00 p.m. (Eastern time) on January 30, 2018; the Pricing
Prospectus, taken together (collectively, the "Pricing Disclosure Package"), as of the Applicable Time, did not, and as of the
Time of Delivery (as defined in Section 4 hereof) will not, include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the
information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free
Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time,
did not, and as of the Time of Delivery will not, include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in
reliance upon and in conformity with the Underwriter Information;
(iv) The documents incorporated by reference in the Pricing Disclosure Package, Registration Statement and the Prospectus,
when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder,
and none of such documents 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, and solely with respect to the Pricing Disclosure Package and
the Prospectus in the light of the circumstances under which they were made, not misleading; and any further documents so
filed and incorporated by reference in the Pricing Disclosure Package, Registration Statement, or the Prospectus or any
further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder and will not contain an 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, and solely with respect to the
Pricing Disclosure Package and the Prospectus in the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with the Underwriter Information; and no such documents were filed with the
Commission since the Commission's close of business on the business day immediately prior to the date of this Agreement
and prior to the execution of this Agreement, except as set forth on Schedule II(b) hereto;
(v) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the
Registration Statement and the Prospectus will conform, in all material respects to the applicable requirements of the Act
and the Trust Indenture Act and the rules and regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an 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; provided, however,
that this representation and warranty shall not apply to any (i) statements or omissions made in reliance upon and in
conformity with the Underwriter Information or (ii) statements in or omissions from the part of the Registration Statement
that constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act;
(vi) The Company and its consolidated subsidiaries, taken as a whole, have not sustained since the date of the latest
audited financial statements included or incorporated by reference in the Pricing Prospectus any material loss or interference
with its business from 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 Pricing
Disclosure Package and the Prospectus; and, since the respective dates as of which information is given in the Registration
Statement, the Pricing Disclosure

Package and the Prospectus, there has not been any material change in the capital stock or long-term debt of the Company
and its consolidated subsidiaries, taken as a whole, or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity
or results of operations of the Company and its consolidated subsidiaries, taken as a whole (each such change, a "Material
Adverse Effect"), in each case otherwise than as set forth or contemplated in the Pricing Disclosure Package and the
Prospectus;
(vii) The Company and its subsidiaries collectively have good and marketable title in fee simple to all real property and good
and marketable title to all items of personal property owned by them which are material to the business of the Company and
its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects, except such as are
described in the Pricing Disclosure Package and the Prospectus or such as do not materially interfere with the use of such
property by the Company and its subsidiaries; and any material real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are
not material and do not materially interfere with the use of such property by the Company and its subsidiaries;
(viii) The Company has been duly incorporated and is validly existing in good standing under the laws of the State of
Delaware, with power and authority to own its properties and conduct its business as described in the Pricing Disclosure
Package and the Prospectus, and, except in each case as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, has been duly qualified as a foreign corporation for the transaction of business and is
in good standing (if applicable) under the laws of each other jurisdiction in which it owns or leases properties or conducts
any business so as to require such qualification; and each of the Guarantors has been duly incorporated or organized, as
applicable, and is validly existing and, to the extent its jurisdiction of incorporation or organization, as applicable, has a
concept of "good standing," in good standing under the laws of its jurisdiction of incorporation or organization, as
applicable;
(ix) The Company has an authorized capitalization as set forth in the Pricing Disclosure Package and the Prospectus and all
of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and
non-assessable and conform in all material respects to the description of such capital stock contained in the Pricing
Disclosure Package and the Prospectus; and all of the issued shares of capital stock of each of the Guarantors that is a
corporation have been duly and validly authorized and issued, are fully paid and non-assessable and, to the extent that any
Guarantor is a partnership or a limited liability company, all of the issued equity interests of such Guarantor have been duly
and validly authorized and issued and, in each case, are owned directly or indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims, except such as are described in the Pricing Disclosure Package and the Prospectus;
(x) The Indenture has been duly authorized by the Company and the Guarantors and at the Time of Delivery, when duly
executed and delivered by the Company and the Guarantors and, assuming the due authorization, execution and delivery
thereof by the Trustee, will constitute a valid and binding agreement of the Company and the Guarantors, enforceable
against the Company and the Guarantors in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or by equitable principles
relating to enforceability (collectively, the "Enforceability Exceptions"); and the Indenture will conform in all material
respects to the requirements of the Trust Indenture Act applicable to an indenture which is qualified thereunder;
(xi) The Notes have been duly authorized by the Company and, at the Time of Delivery, when duly executed and delivered
by the Company and when authenticated by the Trustee in the manner provided for in the Indenture and delivered against
payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability
Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by the
Guarantors and, when

the Guarantees are duly executed by the Guarantors and when the Notes have been authenticated by the Trustee in the
manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, the
Guarantees of the Notes will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors
in accordance with their terms, except as the enforcement thereof may be limited by the Enforceability Exceptions, and will
be entitled to the benefits of the Indenture;
(xii) The execution, delivery and compliance by the Company and the Guarantors with this Agreement, the issuance and sale
of the Securities and the consummation of the transactions herein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under, (a) any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of the Guarantors is a party or by which the
Company or any of the Guarantors is bound or to which any of the property or assets of the Company or any of the
Guarantors is subject, (b) the Certificate of Incorporation or Bylaws, or other organizational documents, as applicable, of the
Company or the Guarantors or (c) any statute or any order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of the Guarantors or any of their properties, except, in the case of clauses
(a) and (c), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and no
consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or
body is required for the issuance and sale of the Securities or the consummation by the Company or the Guarantors of the
transactions contemplated by this Agreement, except (u) such as have been obtained under the Act (including the
registration under the Act of the Securities) and the Trust Indenture Act, (v) as disclosed in the Pricing Prospectus, (w) the
approval by the Financial Industry Regulatory Authority, Inc. ("FINRA") of the underwriting terms and arrangements,
(x) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under foreign or state
securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters, (y) such
consents, approvals, authorizations, orders, registrations or qualifications as will have been obtained or made as of the Time
of Delivery and (z) where the failure to obtain or make any such consent, approval, authorization, order, registration or
qualification would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or
materially adversely affect the ability to consummate the transactions contemplated hereby;
(xiii) Neither the Company nor any of the Guarantors is (a) in violation of its Certificate of Incorporation or Bylaws or similar
organizational documents, as applicable or (b) in default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of
clause (b), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(xiv) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption "Description of
Notes", insofar as they purport to constitute a summary of the terms of the Notes, under the captions "U.S. Federal Income
Tax Considerations" and "Underwriting", insofar as they purport to describe the provisions of the laws and documents
referred to therein, are accurate, complete and fair in all material respects; provided, however, that this representation and
warranty shall not apply to any statements made in reliance upon and in conformity with the Underwriter Information;
(xv) Other than as set forth in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental
proceedings pending 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, if determined adversely to the Company or any of its subsidiaries,
would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially adversely
affect the ability to consummate the transactions contemplated hereby; and, to the knowledge of the Company and each of
the Guarantors, no such proceedings have been threatened by governmental authorities or threatened by others;

(xvi) Except as would not reasonably be expected to have a Material Adverse Effect (i) the Company and each of its
subsidiaries possess or can acquire on reasonable terms, adequate rights to use all trademarks, trade names, patent rights,
copyrights, trade secrets and other similar intellectual property rights (collectively, "Intellectual Property Rights")
reasonably necessary to conduct their businesses as now conducted and (ii), except as disclosed in the Pricing Disclosure
Package and the Prospectus, neither the Company nor any of its subsidiaries has received any notice of infringement of or
conflict with asserted Intellectual Property Rights of others;
(xvii) The Company and each of its subsidiaries have filed all federal income tax returns, and all other material state and
foreign income and franchise tax returns, required to be filed by any of them and have paid all material taxes required to be
paid by any of them and, if due and payable, any material related or similar assessment, fine or penalty levied against any of
them, except as are being contested in good faith and by appropriate proceedings;
(xviii) The Company has not taken and will not take, directly or indirectly, any action that is designed to or that has
constituted or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Securities;
(xix) Neither the Company nor any Guarantor is, nor after giving effect to the offering and sale of the Securities and the
application of the proceeds thereof, as described in the Pricing Disclosure Package and the Prospectus, will be, an
"investment company", as such term is defined in the Investment Company Act of 1940, as amended;
(xx) The Company and its subsidiaries and their respective officers and directors are in compliance in all material respects
with the applicable provisions of the Sarbanes-Oxley Act of 2002, including the rules and regulations of the Commission
promulgated thereunder;
(xxi) At the time of the initial filing of the Registration Statement, the Company was not and is not an "ineligible issuer," and
is a well-known seasoned issuer, in each case as defined in Rule 405 under the Act;
(xxii) (i) KPMG LLP, which has certified certain financial statements of the Company and its consolidated subsidiaries, and
has audited the Company's internal control over financial reporting, has advised the Company that it is an independent
registered public accounting firm with respect to the Company as required by the Act, the Exchange Act, the rules and
regulations of the Commission thereunder and the Public Company Accounting Oversight Board, and (ii) Ernst & Young
LLP ("E&Y"), which has certified certain financial statements of SanDisk Corporation, a Delaware corporation ("SanDisk"),
for the fiscal years ended January 3, 2016 and December 28, 2014, has advised SanDisk and the Company that it was an
independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act, the rules and
regulations of the Commission thereunder and the rules of the Public Company Accounting Oversight Board at such time;
(xxiii) The historical financial statements, together with the related schedules and notes, included and incorporated by
reference in the Pricing Disclosure Package, the Registration Statement and the Prospectus (the "Historical Financial
Statements") present fairly the consolidated financial position of the entities to which they relate as of and at the dates
indicated and the results of their operations and cash flows for the periods specified. The Historical Financial Statements
have been prepared in conformity with generally accepted accounting principles as applied in the United States ("GAAP")
applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes
thereto. The financial data set forth in the Pricing Disclosure Package and the Prospectus under the caption "Summary
Summary Historical Consolidated Financial Data" fairly presents the information set forth therein on a basis consistent with
that of the Historical Financial Statements. The interactive data in eXtensible Business Reporting Language incorporated by
reference in the Pricing Disclosure Package, the Registration Statement and the Prospectus fairly presents the information
called for in all material respects and is prepared in accordance with the Commission's rules and guidelines applicable
thereto;

(xxiv) The Company and its subsidiaries maintains a system of internal control over financial reporting (as such term is
defined in Rule 13a-15(f) under the Exchange Act) that complies with the applicable requirements of the Exchange Act and
has been designed by the Company's principal executive officer and principal financial officer, or under their supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and the interactive data in eXtensible
Business Reporting Language incorporated by reference in the Pricing Disclosure Package, the Registration Statement and
the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the
Commission's rules and guidelines applicable thereto. Based on an evaluation by management of the Company, the
Company has concluded that its internal control over financial reporting was effective as of June 30, 2017 and the Company
is not aware of any material weaknesses in its internal control over financial reporting;
(xxv) Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure
Package, the Registration Statement and the Prospectus, there has been no change in the Company's internal control over
financial reporting that has materially affected, or is reasonably expected to materially affect, the Company's internal control
over financial reporting;
(xxvi) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the
Exchange Act) that comply with the applicable requirements of the Exchange Act; such disclosure controls and procedures
have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the
Company's principal executive officer and principal financial officer by others within those entities; and, based on an
evaluation by management of the Company, such disclosure controls and procedures were effective as of September 29,
2017;
(xxvii) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors;
(xxviii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
(i) any material "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974
(as amended, "ERISA," which term, as used herein, includes the regulations and published interpretations thereunder))
established or maintained by the Company, its subsidiaries or their respective ERISA Affiliates (as defined below) for the
benefit of their respective employees has been maintained in compliance with ERISA and (ii) to the knowledge of the
Company, each "multiemployer plan" (as defined in Section 4001 of ERISA) to which the Company its subsidiaries or their
respective ERISA Affiliates contributes (a "Multiemployer Plan") is in compliance with ERISA. "ERISA Affiliate" means,
with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Section 414
(b), (c), (m), (n) or (o) of the Internal Revenue Code of 1986 (as amended, the "Code," which term, as used herein, includes
the regulations and published interpretations thereunder) of which the Company or such subsidiary is a member. Except as
would not, individually or in the aggregate, have a Material Adverse Effect, (i) no "reportable event" (within the meaning of
Section 4043(c) of ERISA) has occurred or, to the knowledge of the Company, is reasonably expected to occur with respect
to any "employee pension benefit plan" (as defined under Section 3(2) of ERISA) established or maintained by the
Company, its subsidiaries or any of their respective ERISA Affiliates; (ii) no "single-employer plan" (as defined in
Section 4001 of ERISA) established or maintained by the Company, its subsidiaries or any of their respective ERISA
Affiliates, if such "single-employer plan" were terminated, would have any "amount of unfunded benefit liabilities" (as
defined under Section 4001 of ERISA); (iii) neither the Company, its subsidiaries nor any of their respective ERISA Affiliates
has incurred or, to the knowledge of the Company, reasonably expects to incur (A) any liability under Title IV of ERISA with
respect to termination of, or withdrawal from, any "employee benefit plan" or (B) any liability under Section 412 of the Code
or tax imposed by Section 4971, 4975 or 4980B of the Code; and (iv) each "employee pension benefit plan" established or
maintained by the Company, its subsidiaries or any of their respective ERISA Affiliates that is intended to be qualified
under Section 401 of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by
action or failure to act, which would reasonably be expected to cause the loss of such qualification;

(xxix) None of the Company nor any of its subsidiaries nor, to the knowledge of the Company or any Guarantor, any
directors, officers, agents, employees or affiliates of the Company or any of its subsidiaries is currently a person with whom
dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S.
Department of State, the United Nations Security Council, the European Union or Her Majesty's Treasury of the United
Kingdom, or other relevant sanctions authority (collectively, "Sanctions" and any such person, a "Sanctioned Person"), nor
is the Company or any of its subsidiaries located or organized in a country or territory that is the subject or target of
c ountry-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and Crimea) (each, a "Sanctioned
Country"). The Company will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) to
fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject
or target of Sanctions, (ii) to fund or facilitate any activities of or business in any country or territory that, at the time of
such funding or facilitation, is a Sanctioned Country, in violation of Sanctions or (iii) in any other manner, in each case as
would result in a violation by any person (including any person participating in the offering, whether as underwriter, initial
purchaser, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not for the past two years
engaged in any dealings or transactions with knowledge, at the time of such dealings or transactions, that they were in
violation of Sanctions;
(xxx) None of the Company nor any of its subsidiaries, nor, to the knowledge of the Company or any Guarantor, any director,
officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its
subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic
government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended. The Company and its subsidiaries have instituted, maintained and enforced and will
continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery
and anti-corruption laws;
(xxxi) The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance
with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to any applicable
anti-money laundering law is pending or, to the knowledge of the Company or any Guarantor, threatened; and
(xxxii) The Company and each of its subsidiaries possess such valid and current certificates, authorizations or permits
issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its
properties and to conduct their respective businesses, except where the failure to have such certificates, authorizations or
permits would not reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any its
subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with,
any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would reasonably be expected to result in a Material Adverse Effect.
(xxxiii) At the Time of Delivery, immediately following the consummation of the transactions contemplated herein and the
application of the proceeds of the Securities as described under the caption "Use of Proceeds" in the Pricing Disclosure
Package and the Prospectus, the Company and its subsidiaries, on a consolidated basis, will be, Solvent. As used herein,
the term "Solvent" means, with respect to any person on a particular date, that on such date (i) the fair market value of the
assets of such person is greater

than the total amount of the liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of
the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its
debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other
liabilities, including contingent obligations, as they are expected to mature and (iv) such person does not have
unreasonably small capital.
2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the respective principal
amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto, at a purchase price of 99.3119%
of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, from February 13, 2018 to the Time of
Delivery.
3. Upon the authorization by you of the release of the Securities, the several Underwriters propose to initially offer the
Securities for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.
4. (a) The Securities to be purchased by each Underwriter hereunder, in book-entry form, and in such authorized
denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior
notice to the Company shall be delivered by or on behalf of the Company to the Representatives through the facilities of
DTC, for the account of such Underwriters, against payment by or on behalf of such Underwriters of the purchase price
therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at
least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Securities,
9:30 a.m., New York time, on February 13, 2018 or such other time and date as the Representatives and the Company may
agree upon in writing. Such time and date for delivery of the Securities are herein called the "Time of Delivery".
(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof,
including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to
Section 8(h) hereof will be delivered at the offices of Cahill Gordon & Reindel LLP (or such other place as may be agreed to
by the Company and the Representatives), (the "Closing Location"), and the Securities will be delivered at the office of DTC
or its designated custodian, all at the Time of Delivery. A telephonic meeting will be held at 9:30 p.m., New York City time, on
the New York Business Day next preceding the Time of Delivery, at which time the final drafts of the documents to be
delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this
Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act
not later than the Commission's close of business on the second business day following the execution and delivery of this
Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further
amendment or any supplement to the Registration Statement or the Prospectus prior to the Time of Delivery which shall be
disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or
supplement to the Prospectus has been filed and to furnish the Underwriters with copies thereof; to file within the time
periods specified in the Commission's rules and forms all material required to be filed by the Company with the Commission
pursuant to Rule 433(d) under the Act; to file within the time periods specified in the Commission's rules and forms all
reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long
as the delivery of a

prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering
or sale of the Securities; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any
stop order or of any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or
other prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or pursuant to Section 8(a) of the
Act, or of any request by the Commission for the amending or supplementing of the Registration Statement or the
Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or
suspending the use of the Registration Statement, any Preliminary Prospectus or other prospectus or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify (or obtain an exemption from
qualification for) the Securities for offering and sale under the securities laws of such jurisdictions as you may reasonably
request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the
Company shall not be required to (1) qualify as a foreign corporation or to file a general consent to service of process in any
jurisdiction or (2) make any changes to its Certificate of Incorporation or Bylaws or other organizational document, or any
agreement between it and any of its equityholders;
(c) (1) If at any time prior to the Time of Delivery (i) any event shall occur or condition shall exist as a result of which the
Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with
applicable law, the Company will promptly notify the Underwriters thereof, or the Underwriters will promptly notify the
Company thereof, and the Company shall prepare and (subject to paragraph (a) above) furnish to the Underwriters such
amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing
Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made,
be misleading or so that the Pricing Disclosure Package will comply with all applicable law.
(2) Prior to 12:00 p.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and
from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such
quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the
Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is
delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus or to file under the Exchange Act any document incorporated by reference therein in order to comply with
the Act, the Exchange Act or the Trust Indenture Act, to give you notice of such event and to prepare (subject to paragraph
(a) above) and furnish without charge to each Underwriter as many written and electronic copies as you may from time to
time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or
omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the
notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months or
more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and
deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;