(b) At or prior to 2:05 P.M. (New York City time) on May 14, 2019, the
time when sales of the Securities were first made (the Time of Sale), the Company had prepared the following information (collectively, the Time of Sale Information): a Preliminary Prospectus dated May 14,
2019, and each free-writing prospectus (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.
(c) The Company intends to use the proceeds of the offering of the Securities in the manner described under the caption
Use of Proceeds in the Time of Sale Information and the Prospectus.
2. Purchase of the Securities by the Underwriters.
(a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and
each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of
Securities set forth opposite such Underwriters name in Schedule 1 hereto at a price equal to 99.176% of the principal amount of the 2029 Notes plus accrued interest, if any, from May 21, 2019 to the Closing Date (as defined below). The
Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the
effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer
and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington
Avenue, New York, NY 10017 at 10:00 A.M., New York City time, on May 21, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree
upon in writing. The time and date of such payment and delivery is referred to herein as the Closing Date.
(d) Payment for the 2029 Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the
Company to the Representatives against delivery to the nominee of The Depository Trust Company (DTC), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the Global
Note), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on
the business day prior to the Closing Date.