Pricing Agreement

 

 

Goldman, Sachs & Co.

200 West Street

New York, New York 10282.

 

August 3, 2010

Ladies and Gentlemen:

 

 

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Sections 1 and 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented r elating to the Shares which are the subject of this Pricing Agreement and that the representations and warranties set forth in Sections 1(c), (f), (g), (i), (q), (r) and (t) in the Underwriting Agreement that are in the future tense shall be deemed to be made in the past or present tense, as applicable, when such provisions are incorporated herein by reference.  Each reference to the Representative herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you.  Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

 

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, (a) each of the Selling Shareholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Shareholders, at a purchase price per Share of $30.32, the number of Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Shareholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Shares to be purchased by such Underwriter as set forth opposite the name of such Underwrite r in Schedule I hereto and the denominator of which is the aggregate number of Shares to be purchased by all of the Underwriters from the Selling Shareholders hereunder.

 

 

 

 

For the purposes of this Agreement and the Underwriting Agreement, the “Applicable Time” is 5:25 p.m. (Eastern Time) on the date of this Agreement.  The “Time of Delivery” shall be 9:30 a.m., New York City time, on August 6, 2010.

 

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Company and each of the Selling Shareholders.

 

 

 

 

 

 

 

 

 

 

 

 

Accepted as of the date hereof:

 

GOLDMAN, SACHS & CO.
By:	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)