WHEREAS, the Notes are to be issued pursuant to a Junior Subordinated Indenture dated as of March 1, 2008 (the Base Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as amended and supplemented by a supplemental indenture relating to the Notes constituting a part of the Securities (the Supplemental Indenture) between the Company and the Trustee (the Base Indenture, as supplemented and amended by the Supplemental Indenture, being referred to as the Indenture). The Securities and the Indenture are more fully described in the Prospectus referred to below; and
WHEREAS, as used in this Agreement, the term Operative Documents means the Purchase Contract and Pledge Agreement (including the Purchase Contracts), the Notes, the Indenture and the Equity Units; and
WHEREAS, the Underwriters have designated the persons signing this Agreement (collectively, the Representatives) to execute this Agreement on behalf of the respective Underwriters and to act for the respective Underwriters in the manner provided in this Agreement; and
WHEREAS, the Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended (the Act), with the Securities and Exchange Commission (the Commission), a registration statement on Form S-3 (File No. 333-222068), which was effective upon filing with the Commission, and a prospectus relating to, among other securities, the Equity Units; and
WHEREAS, such registration statement, including the financial statements, the documents incorporated or deemed incorporated therein by reference, and the exhibits thereto, being herein called, collectively, the Registration Statement, and the prospectus, including the documents incorporated or deemed incorporated therein by reference, constituting a part of such Registration Statement, as it may be last amended or supplemented prior to the effectiveness of this Agreement, but excluding any amendment or supplement relating solely to securities other than the Securities, being herein called the Basic Prospectus, and the Basic Prospectus, as amended and supplemented, including documents incorporated by reference therein, together with the Preliminary Prospectus Supplement dated August 11, 2020, immediately prior to the Applicable Time (as defined below), being herein called the Pricing Prospectus, and the Basic Prospectus included in the Registration Statement, as it is to be supplemented by a final prospectus supplement (the Prospectus Supplement) to include information relating to the Securities, including the names of the Underwriters, the price and terms of the offering, and certain other information relating to the Securities, which will be filed with the Commission pursuant to Rule 424(b) of the Commissions General Rules and Regulations under the Act (the Rules), including all documents then incorporated or deemed to have been incorporated therein by reference, being herein called the Prospectus.
For purposes of this Agreement, the Applicable Time is 9:20 pm (New York Time) on the date of this Agreement and the documents and information listed in Exhibit 2, taken together, collectively being herein called the Pricing Disclosure Package. The term Limited Use Free Writing Prospectus shall mean any written communication (as defined by Rule 405 under the
Act) in addition to the Pricing Disclosure Package that the parties hereto expressly agree as listed in Exhibit 3, including any recorded road show.