EXHIBIT 1.1 TERMS AGREEMENT

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Exhibit 1.1

FIRST DATA CORPORATION

("Company")

Debt Securities

TERMS AGREEMENT

        September 13, 2004

First Data Corporation
6200 South Quebec Street
Greenwood Village, Colorado 80111
Attention: Treasurer

Ladies and Gentlemen:

        On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions of the Company attached hereto (the " Underwriting Agreement "), the following securities (" Securities ") to be issued under an indenture, dated March 26, 1993, as supplemented by the 2003 supplemental indenture dated as of June 9, 2003, between the Company and Wells Fargo Bank, National Association, as Trustee, on the following terms:

3.90% Notes due 2009

        Title:     3.90% Notes due 2009

        Principal Amount:     $450,000,000

        Interest:     3.90% per annum, from September 16, 2004, payable semiannually on April 1 and October 1, commencing April 1, 2005, to holders of record on the preceding March 15 or September 15, as the case may be.

        Maturity:     October 1, 2009.

        Optional Redemption:     The Securities may be redeemed, in whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, and (ii) as determined by the Quotation Agent (as defined in the prospectus supplement relating to the Securities), the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in such prospectus supplement), plus 15 basis points, plus accrued interest thereon to the date of redemption.

        Sinking Fund:     None.

        Delayed Delivery Contracts:     None.

        Purchase Price:     99.490% of principal amount, plus accrued interest, if any, from September 16, 2004.

        Expected Reoffering Price:     99.840% of principal amount, subject to change by the undersigned.

        Reimbursement of Expenses:     Concurrently with the closing of the offering, the Underwriters listed on Schedule A hereto shall reimburse the Company for $112,500 of its expenses associated with the offering.

        Period Designated Pursuant to Section 4(g) of the Underwriting Agreement:     Five years, provided that the Company shall not be obligated to provide any of the information specified in Section 4(g) if such information is publicly available on the Internet at www.sec.gov.

        Closing Date:     9:00 A.M., EDT, on September 16, 2004, at the offices of Simpson Thacher & Bartlett LLP, New York, New York by wire transfer of immediately available funds.

        Name and Address of Representative (Bookrunning Manager):     

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

        The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto.

        It is understood that we may, with your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount of Securities to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount of Securities to be purchased by such additional Underwriters.

        The significant subsidiaries (as defined in Rule 405 under the Securities Act of 1933) of the Company are as follows: CESI Holding, Inc., Concord EFS, Inc., Integrated Payment Systems Inc., First Data Merchant Services Corporation, First Data Resources Inc., First Financial Management Corporation, Western Union Financial Services, Inc. and Western Union Holdings, Inc.

        The provisions of the Underwriting Agreement, other than Section 2(n), are incorporated herein by reference.

        Delivery of the Securities will be made through the facilities of the Depository Trust Company.

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        Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us.

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SCHEDULE A

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SCHEDULE B

        Registration Rights Agreement dated as of November 16, 2000 between First Data Corporation and iFormation Group Holdings, L.P.

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September 13, 2004

To:

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

As Representative of the Several
Underwriters

        We accept the offer contained in your letter, dated September 13, 2004, relating to $450,000,000 principal amount of our 3.90% Notes due 2009 (the " Terms Agreemen t"). We also confirm that, to the best of our knowledge after reasonable investigation, the representations and warranties of the undersigned contained in Section 2 of the Underwriting Agreement Basic Provisions of the Company referred to in the Terms Agreement (together with the Terms Agreement, the " Underwriting Agreement "), are true and correct, no stop order suspending the effectiveness of the Registration Statement (as defined in the Underwriting Agreement) or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated by the Securities and Exchange Commission and, subsequent to the respective dates of the most recent financial statements in the Prospectus (as defined in the Underwriting Agreement), there has been (or in the case of a form of prospectus filed pursuant to Rule 424(b)(2) or (5) there will be, as of the date of such prospectus) no material adverse change in the financial position or results of operations of the undersigned and its subsidiaries except as set forth in or contemplated by the Prospectus.

FIRST DATA CORPORATION

Securities

UNDERWRITING AGREEMENT BASIC PROVISIONS

        September 13, 2004

        1.     Introductory .    First Data Corporation, a Delaware corporation (the " Company "), proposes to issue and sell from time to time senior debt securities (" Debt Securities "), preferred stock and common stock registered under the registration statement referred to in Section 2(a) (" Registered Securities "). If specified in a Terms Agreement referred to in Section 3, the Company proposes to grant to the underwriters an option to purchase up to that amount of Registered Securities specified in such Terms Agreement (the " Option Securities "). Debt Securities will be issued under one or more indentures (as amended or supplemented from time to time, an " Indenture " and collectively, the " Indentures "), more particularly described in a Terms Agreement, between the Company and the trustees named therein (the " Trustee(s) "), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Debt Securities being determined at the time of sale. The preferred stock will be issued in one or more series, which series may vary as to voting rights, dividends, optional and mandatory redemption provisions, liquidation preference and conversion provisions and other terms, with all such terms for any particular series or issue of the preferred stock being determined at the time of sale. The Registered Securities will be sold pursuant to a Terms Agreement, for resale in accordance with terms of offering determined at the time of sale.

        The Registered Securities (together with the Option Securities) involved in any such offering are hereinafter referred to as the " Securities ." The firm or firms which agree to purchase the Securities are hereinafter referred to as the " Underwriters " of such Securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement are hereinafter referred to as the " Representatives ;" provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term " Representatives ," as used in this Agreement shall mean the Underwriters.

        2.     Representations and Warranties of the Company.     The Company represents and warrants as of the date of this Agreement as follows:

        (a)   A registration statement on Form S-3 (File No. 333-106071) and a registration statement on Form S-3 (File No. 333-56748) with respect to the Registered Securities have (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the " Securities Act "), and the rules and regulations (the " Rules and Regulations ") of the Securities and Exchange Commission (the " Commission ") thereunder and (ii) been filed with the Commission under the Securities Act. Such registration statements, as amended, have been declared effective by the Commission. If any post-effective amendment to either such registration statement has been filed with the Commission prior to the date of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Copies of such registration statements and any amendments thereto have been delivered by the Company to the Representatives. As used in this Agreement, " Effective Time " means the respective date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; and " Effective Date " means the respective applicable date of the Effective Time. As provided in Section 4(a), a prospectus supplement relating to the Securities, the terms of the offering thereof and the other matters set forth therein has been prepared and will be filed pursuant to Rule 424 under the Securities Act. In addition, a preliminary prospectus supplement reflecting the terms of the Securities, the terms of the offering thereof, and the other matters set forth therein also may be prepared and filed pursuant to Rule 424 under the Securities Act. Such prospectus supplement, in the form filed on or after the date of this Agreement pursuant to Rule 424, is referred to in this Agreement as the " Prospectus Supplement ," and any preliminary prospectus supplement in the form filed after the

date of this Agreement pursuant to Rule 424 is referred to as the " Preliminary Prospectus Supplement ." Any prospectus accompanied by a Preliminary Prospectus Supplement is referred to in this Agreement, collectively with such Preliminary Prospectus Supplement, as a " Preliminary Prospectus ." The registration statement (File No. 333-106071) referred to in this Section 2(a), as amended at the time of the Terms Agreement, including the exhibits thereto (but excluding the Statement of Qualification and Eligibility (a " Form T-1 ") filed as an exhibit thereto) and the documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the " Exchange Act "), that are incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (the " Incorporated Documents ") and the information, if any, deemed to be a part of the registration statement pursuant to Rule 430A(b) under the Securities Act, is called the " Registration Statement " and the registration statement (File No. 333-56748) referred to in this Section 2(a), as amended at the time of the Terms Agreement, including the exhibits thereto (but excluding the Forms T-1 filed as exhibits thereto) and the Incorporated Documents, is called the " Previous Registration Statement ," and the basic prospectus included in the Registration Statement relating to all offerings of Registered Securities under the Registration Statement and the Previous Registration Statement, as supplemented by the Prospectus Supplement, is called the " Prospectus ," except that, if such basic prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement is first filed pursuant to Rule 424, the term " Prospectus " shall refer to the basic prospectus as so amended or supplemented and as supplemented by the Prospectus Supplement, in either case including the Incorporated Documents. Notwithstanding the foregoing, any prospectus supplement prepared or filed with respect to an offering pursuant to the Registration Statement or the Previous Registration Statement of Registered Securities other than the Securities shall not be deemed to have supplemented the Prospectus. The Commission has not issued any order suspending the effectiveness of the Registration Statement or the Previous Registration Statement, and no stop order has been initiated or, to the knowledge of the Company, threatened by the Commission.

        (b)   On its Effective Date, each of the Registration Statement and the Previous Registration Statement conformed in all material respects to the requirements of the Securities Act and the Rules and Regulations, 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 not misleading; and on the date of the applicable Terms Agreement, and at the time of filing of the Prospectus pursuant to Rule 424, the Prospectus will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, and will not include 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; the Incorporated Documents, 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 Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and did not include 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; and any further documents so filed and incorporated by reference in the Prospectus, when such documents become effective or are filed with Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not include 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; and on the Closing Date, the Indenture, if any, described in the Terms Agreement will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the " Trust Indenture Act "), and the applicable rules and regulations thereunder; provided that no representation or warranty is made as to (i) information contained in or omitted from the

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Registration Statement, the Previous Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein or (ii) that part of the Registration Statement or the Previous Registration Statement which shall constitute the Form T-1 under the Trust Indenture Act.

        (c)   The Company and each of its significant subsidiaries (as defined in Rule 405 of the Rules and Regulations) have been duly incorporated and are validly existing as corporations in good standing under the general corporation laws of their respective jurisdictions of incorporation, are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification and in which the failure to be so incorporated, existing or qualified would reasonably be expected to have a material adverse effect on the business, properties, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, and have all corporate power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged. The "significant subsidiaries" of the Company are those identified in the Terms Agreement.

        (d)   All of the issued and outstanding shares of capital stock of each significant subsidiary of the Company have been duly and validly authorized and issued and are fully paid, non-assessable and (except for directors' qualifying shares) owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

        (e)   The execution, delivery and performance of the Terms Agreement (including the provisions of this Agreement) by the Company and the consummation of the transactions contemplated hereby and thereby and compliance by the Company with the provisions of the Indenture, if any, described in the Terms Agreement and the Securities will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its significant subsidiaries is a party or by which the Company or any of its significant subsidiaries is bound or to which any of the property or assets of the Company or any of its significant subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its significant subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its significant subsidiaries or any of their properties or assets; and except for the registration of the Securities under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Trust Indenture Act or the Exchange Act, and applicable state or foreign securities laws in connection with the offer, sale and distribution of the Securities by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of the Terms Agreement (including the provisions of this Agreement) by the Company and the consummation of the transactions contemplated hereby and thereby or compliance by the Company with the provisions of the Indenture, if any, described in the Terms Agreement.

        (f)    There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to include any securities owned or to be owned by such person in the securities registered pursuant to the Registration Statement or, except as described in the Prospectus or Schedule B to the Terms Agreement (or in Schedule B to any applicable Officers' Certificate delivered pursuant to Section 6(g)), to require the Company to file any other registration statement under the Securities Act (other than a registration statement on Form S-8) with respect to any securities of the Company owned or to be owned by such person

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or to require the Company to include such securities in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act.

        (g)   The Indenture, if any, described in the Terms Agreement has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee under the Indenture) constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); the Debt Securities, if any, described in the Terms Agreement have been duly authorized by the Company and, when the terms of the Debt Securities and of their issuance and sale have been duly established in accordance with the Indenture, this Agreement and the Terms Agreement and the Debt Securities have been duly executed, authenticated, issued and delivered in the manner provided in the Indenture and paid for in accordance with this Agreement and the Terms Agreement, will be duly and validly issued and delivered by the Company and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and entitled to the benefits of the Indenture; if any Securities to be issued are convertible into common stock, the shares of common stock initially issuable upon conversion thereof have been duly authorized by the Company, have been duly reserved for issuance upon conversion of the Securities and, when issued upon the conversion of the Securities, will be duly and validly issued, fully paid and non-assessable; the common stock and preferred stock, if any, described in the Terms Agreement have been duly authorized by the Company and, when issued and paid for pursuant to the Terms Agreement, will be duly and validly issued, fully paid and non-assessable; no further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities as contemplated herein and in the Terms Agreement or the issuance of the shares of common stock upon conversion of the Securities; and the Securities, the Indenture, if any, described in the Terms Agreement and the capital stock of the Company will conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus.

        (h)   Except as described in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 in respect of the Company's acquisition of Concord EFS, Inc. and its issuance of common stock and options in connection therewith, since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, there has not been any material change in the capital stock or long-term debt of the Company or any of its significant subsidiaries or any material adverse change in or affecting, or any adverse development which materially affects, the business, properties, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the Prospectus.

        (i)    The financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement and the Previous Registration Statement or the Prospectus present fairly in all material respects the financial condition and results of operations of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information shown therein, have been

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prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

        (j)    Ernst & Young LLP, or such other independent accountants acceptable to the Representatives, who have reviewed certain financial statements of the Company and whose report appears or is incorporated by reference in the Prospectus, are independent public accountants as required by the Securities Act and the Rules and Regulations during the periods covered by the financial statements on which they reported contained in the Prospectus.

        (k)   The Company has no reason to believe that the Company and each of its significant subsidiaries do not own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses necessary for the conduct of their respective businesses in the manner described in the Prospectus and have no reason to believe that the conduct of their respective businesses will violate any such rights of others, and have not received any notice of any claims of violation of any such rights of others, which claims are reasonably expected to have a material adverse effect on the business, properties, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole.

        (l)    Except as described in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its significant subsidiaries is a party or of which any property of the Company or any of its significant subsidiaries is the subject which are reasonably expected to have a material adverse effect on the business, properties, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole; and to the actual knowledge of the Company, no such proceedings are threatened by governmental authorities or by others.

        (m)  There are no contracts or other documents which are required to be filed as exhibits to the Registration Statement or the Previous Registration Statement by the Securities Act or by the Rules and Regulations which have not been filed (or incorporated by reference) as exhibits to the Registration Statement or the Previous Registration Statement, respectively.

        (n)   Except as described in the Prospectus or Schedule C to the Terms Agreement (or in Schedule C to any applicable Officers' Certificate delivered pursuant to Section 6(g)), since the date as of which information is given in the Prospectus, the Company has not (i) issued or granted any rights to acquire any securities (other than pursuant to employee benefit plans or other compensation plans existing on the date of the Terms Agreement) or (ii) declared or paid any dividend on its capital stock other than regular quarterly cash dividends.

        (o)   Neither the Company nor any of its significant subsidiaries, respectively, (i) is in violation of its charter or by-laws, (ii) is 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 indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business except, in the case of clauses (ii) and (iii), for those defaults, violations or failures which, either individually or in the aggregate, are not reasonably expected to have a material adverse effect on the business, properties, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole.

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        (p)   The Company is not required to be registered, and is not regulated, as an "investment company" as such term is defined in the United States Investment Company Act of 1940, as amended.

        (q)   The Terms Agreement, when executed by the Company, will be duly authorized, executed and delivered by the Company.

        3.     Purchase and Offering of the Securities by the Underwriters.     The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of a telegram, telex or other written communications (" Terms Agreement ") at each time the Company determines to sell the Securities. Each Terms Agreement will be in the form of Annex II (A) or (B) attached hereto and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters, certain terms of the Securities and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date being herein and in the Terms Agreement referred to as the " Closing Date "), the place of delivery and payment and any details of the terms of public offering that should be reflected in the Prospectus Supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Prospectus.

        If specified in a Terms Agreement, on the basis of the representations, warranties and covenants contained in this Agreement, and subject to the terms and conditions set forth in this Agreement, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to that amount of the Option Securities as shall be specified in the Terms Agreement from the Company at the same price as the Underwriters shall pay for the Registered Securities. Said option may be exercised only to cover over-allotments in the sale of the Registered Securities by the Underwriters and may be exercised in whole or in part at any time on or before the thirtieth day after the date of the Terms Agreement upon written or telegraphic notice by the Representatives to the Company setting forth the amount of the Option Securities as to which the several Underwriters are exercising the option. The amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Registered Securities, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares/units.

        If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex I attached hereto (" Delayed Delivery Contract ") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be made only with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the amount of Securities to be sold pursuant to Delayed Delivery Contracts (" Contract Securities "). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the amount of Securities set forth opposite each Underwriter's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the amount of Contract Securities.

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        4.     Covenants of the Company.     The Company agrees:

        (a)   To prepare a Prospectus that complies with the Securities Act and the Rules and Regulations and to file such Prospectus, including the Prospectus Supplement, pursuant to Rule 424 within the time period prescribed by the Rules and Regulations; to notify the Representatives, promptly after it receives notice, of the time when the Registration Statement or any post-effective amendment thereto becomes effective or promptly after the filing of any supplement or amendment to the Prospectus (other than any Incorporated Document or any amendment or supplement relating to an offering of securities other than the Securities) and to furnish the Representatives with copies thereof; to notify the Representatives, 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 any Preliminary Prospectus or the Prospectus, 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 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 any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

        (b)   To furnish promptly to each of the Representatives and to counsel for the Underwriters a copy of the Registration Statement and the Previous Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all exhibits filed therewith;

        (c)   To furnish promptly to each of the Representatives copies of the Registration Statement, including all exhibits, any Preliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as are reasonably requested;

        (d)   To file promptly with the Commission any amendment to the Registration Statement, the Previous Registration Statement or the Prospectus or any supplement to the Prospectus that may be required by the Securities Act, in the reasonable judgment of the Company or the Representatives, or requested by the Commission;

        (e)   Prior to filing with the Commission (i) any amendment to the Registration Statement or the Previous Registration Statement or supplement to the Prospectus or (ii) any Prospectus pursuant to Rule 424 of the Rules and Regulations (other than any Incorporated Document or any amendment or supplement relating to an offering of securities other than the Securities), to furnish a copy thereof to the Representatives and counsel for the Underwriters;

        (f)    As soon as practicable but no later than 16 months after the date of each Terms Agreement, to make generally available to its security holders an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158) covering a period of at least 12 months beginning on the first day of the first fiscal quarter of the Company commencing after the later of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement or the Previous Registration Statement to become effective prior to the date of such Terms Agreement and (iii) the date of the Company's most recent Annual Report on Form 10-K filed with the Commission prior to the date of such Terms Agreement;

        (g)   During the period, if any, specified in the Terms Agreement after the date of such Terms Agreement, to furnish to the Representatives copies of all materials furnished by the Company to its stockholders and all public reports and financial statements furnished by the Company to the

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principal national securities exchange upon which the common stock of the Company may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder;

        (h)   Promptly from time to time, to take such action as the Representatives reasonably may request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may 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, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject; and

        (i)    (A) in the event of an offering of common stock, preferred stock or convertible debt securities, for the period specified in the Terms Agreement, if any, to not (i) offer for sale, sell or otherwise dispose of, directly or indirectly, any shares of common stock of the Company or permit the registration under the Securities Act of any shares of common stock of the Company (other than the Securities and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans), (ii) sell or grant options, rights or warrants with respect to any shares of common stock of the Company (other than the Securities and the grant of options pursuant to employee benefit plans), or (iii) offer for sale, sell or otherwise dispose of, directly or indirectly, any securities convertible into or, exchangeable or exercisable for common stock of the Company (other than the Securities), without, in any case, the prior written consent of a majority of the Representatives; provided, however , the Company may, without such consent, offer and sell shares of common stock of the Company in transactions exempt from the registration requirements of the Securities Act, provided that the purchasers in such transactions are prohibited from offering for sale, selling or otherwise disposing of, directly or indirectly, any of the shares of common stock of the Company so acquired by them for the remainder of the period specified in the Terms Agreement, and (B) in the event of an offering of Debt Securities, between the date of the Terms Agreement and the date of delivery of the Debt Securities, to not offer for sale, sell or cause to be offered for sale or sold, without the prior written consent of a majority of the Representatives, any debt securities which are substantially similar to the Debt Securities.

        5.     Expenses.     The Company agrees to pay (