Letter of Transmittal and Purchase Notice – For Put Option Under Indenture – Tech Data Corp.
LETTER OF TRANSMITTAL AND PURCHASE NOTICE
2.75% CONVERTIBLE SENIOR DEBENTURES DUE 2026
ISSUED BY
TECH DATA CORPORATION
CUSIP Number: 878237AE6
This Letter of Transmittal and Purchase Notice (this “Purchase Notice”)
relates to the purchase by Tech Data Corporation, a corporation duly organized
and existing under the laws of the State of Florida (the “Company”), of its
2.75% Convertible Senior Debentures Due 2026 (the “Debentures”), at the option
of the holder thereof, pursuant to the terms and conditions set forth in the
Indenture, dated as of December 20, 2006 (the “Indenture”), between the Company
and U.S. Bank National Association, as trustee (the “Trustee”), and the
Debentures. The right of a Holder to require the Company to purchase the
Debentures, as described in the Company Notice, dated November 16, 2011 and the
related notice materials, as amended and supplemented from time to time, is
referred to herein as the “Put Option.”
To exercise the Put Option, holders of Debentures (the “Holders”)
must complete and deliver this Purchase Notice to Global Bondholder Services
Corporation (the “Depositary”) by midnight, New York City time, on Wednesday,
December 14, 2011 (the “Expiration Date”). A Purchase Notice may be withdrawn at
any time before midnight, New York City time, on the Expiration Date. The Put
Option expires at midnight, New York City time, on the Expiration Date.
HOLDERS WHO HOLD THEIR DEBENTURES THROUGH THE DEPOSITORY TRUST
COMPANY (“DTC”) WHO WISH TO EXERCISE THE PUT OPTION AND DELIVER THEIR DEBENTURES
TO THE DEPOSITARY NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE DEPOSITARY
IF SUCH HOLDERS TRANSMIT THEIR ACCEPTANCE AND DELIVER THEIR DEBENTURES
ELECTRONICALLY THROUGH DTC153S AUTOMATED TENDER OFFER PROGRAM (“ATOP”), SUBJECT TO
THE TERMS AND PROCEDURES OF THAT SYSTEM. HOLDERS TRANSMITTING THEIR ACCEPTANCE
AND DELIVERING THEIR DEBENTURES THROUGH DTC153S ATOP SYSTEM MUST ALLOW SUFFICIENT
TIME FOR COMPLETION OF THE ATOP PROCEDURES DURING THE NORMAL BUSINESS HOURS OF
DTC.
The Paying Agent is U.S Bank National Association. The address of the Paying
Agent is:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107-2292
Telephone: (800) 934-6802
The Depositary is Global Bondholder Services Corporation. The address of the
Depositary is:
Global Bondholder Services Corporation
65 Broadway : Suite 404
New York, New York 10006
Attention: Corporate Actions
Telephone: (866) 794-2200
Fax: (212) 430-3775 or (212) 430-3779
Additional copies of this Letter of Transmittal and Purchase Notice may be
obtained from Global Bondholder Services Corporation (the “Information Agent”).
The address of the Information Agent is:
Global Bondholder Services Corporation
65 Broadway : Suite 404
New York, New York 10006
Attention: Corporate Actions
Telephone: (866) 794-2200
Fax: (212) 430-3775 or (212) 430-3779
The instructions accompanying this Purchase Notice should be read
carefully before this Purchase Notice is completed.
This Purchase Notice can be used if:
|
certificates representing Debentures are physically delivered with it to the |
|
Debentures are concurrently delivered by book-entry transfer to the |
|
Holders wish to exercise the Put Option without simultaneously delivering |
Holders who hold their Debentures through DTC who wish to exercise
the Put Option and deliver their Debentures to the Depositary need not submit a
physical Purchase Notice to the Depositary if such Holders transmit their
acceptance and deliver their Debentures electronically through DTC153s ATOP
system, subject to the terms and procedures of that system. Holders transmitting
their acceptance and delivering their Debentures through DTC153s ATOP system must
allow sufficient time for completion of the ATOP procedures during the normal
business hours of DTC.
Any beneficial owner whose Debentures are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to
exercise the Put Option should contact such registered holder of the Debentures
promptly and instruct such registered holder to exercise the Put Option on
behalf of the beneficial owner.
Delivery of this Purchase Notice and all other required documents to
an address other than as set forth above does not constitute valid delivery to
the Depositary. Delivery of documents to DTC or the Company does not constitute
delivery to the Depositary. The method of delivery of all documents, including
certificates representing Debentures, is at the risk of the Holder. If delivery
is by mail, registered mail with return receipt requested, properly insured, is
recommended. You must sign this Purchase Notice in the appropriate space
provided therefore, with signature guarantee if required, and complete a Form
W-9 (available at the IRS website at www.irs.gov). See instructions 1, 2 and 12.
1
Ladies and Gentlemen:
By execution of this Letter of Transmittal and Purchase Notice (the “Purchase
Notice”), each signatory hereof (the “undersigned”) represents that the
undersigned has received the Company Notice, dated November 16, 2011 (the
“Company Notice”), of Tech Data Corporation, a Florida corporation (the
“Company”), which provides the notice to the holders (the “Holders”) required
pursuant to the Indenture. This Purchase Notice relates to the Company153s 2.75%
Convertible Senior Debentures due 2026 (the “Debentures”), and the Holder153s
right to require the Company to purchase the Debentures at a purchase price (the
“Purchase Price”) equal to $1,000 per $1,000 principal amount of the Debentures,
plus any accrued and unpaid interest, up to, but excluding, December 15, 2011
(the “Purchase Date”), subject to the terms and conditions set forth in the
Indenture and the Debentures. Upon the terms and subject to the conditions set
forth herein, the Company Notice and the Indenture, and effective upon the
acceptance for payment thereof, the undersigned hereby irrevocably sells,
assigns and transfers all right and title to the Company in and to the
Debentures for which the Put Option is exercised hereby.
The undersigned hereby irrevocably constitutes and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that the Depositary also acts as the agent of the Company) with
respect to such Debentures, with full power of substitution (such
power-of-attorney being deemed to be an irrevocable power coupled with an
interest) to (1) present such Debentures and all evidences of transfer and
authenticity to, or transfer ownership of, such Debentures on the account books
maintained by The Depository Trust Company (“DTC”) to, or upon the order of, the
Company, (2) present such Debentures for transfer and cancellation on the books
of the relevant security registrar, and (3) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Debentures, all in
accordance with the terms of and conditions set forth in the Indenture, the
Company Notice and this Purchase Notice.
The undersigned hereby represents, warrants and covenants that:
(a) the undersigned owns the Debentures for which the Put Option is exercised
hereby as contemplated by Rule 14e-4 under the Securities Exchange Act of 1934,
as amended, and has full power and authority to validly exercise the Put Option
for such Debentures;
(b) when and to the extent the Company accepts such Debentures for payment,
the Company will acquire good, marketable and unencumbered title to them, free
and clear of all security interests, liens, charges, encumbrances, conditional
sales agreements or other obligations relating to their delivery or transfer,
and not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents that the Depositary or the Company deems necessary or desirable to
complete the delivery of the Debentures for which the Put Option is exercised
hereby and that are accepted for payment; and
(d) the undersigned has read and agrees to all of the terms of the Company
Notice and this Purchase Notice.
The undersigned understands that the exercise of the Put Option is not made
in acceptable form until receipt by the Depositary of this Purchase Notice, duly
completed and signed, together with all accompanying evidence of authority in
form satisfactory to the Company in its sole discretion (which may delegate
power in whole or in part to the Depositary). All questions as to form of
documents, eligibility, validity (including time of receipt) and acceptance for
payment of Debentures for which the Put Option is exercised hereby will be
determined by the Company in its sole discretion (which may delegate power in
whole or in part to the Depositary) and such determination shall be final and
binding on all parties.
The undersigned understands that all Debentures for which a Purchase Notice
is validly delivered and not withdrawn prior to midnight, New York City time, on
December 14, 2011, shall be purchased as of the Purchase Date pursuant to the
terms and conditions specified in paragraph 6 of the Debentures and in the
Indenture. The undersigned understands that acceptance of the Debentures by the
Company for payment will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Indenture,
the Company Notice and this Purchase Notice.
2
The check for the aggregate Purchase Price for such of the Debentures for
which the Put Option is exercised hereby as are purchased will be issued to the
order of the undersigned and mailed to the address indicated in the box entitled
“Description of Debentures for which the Put Option is Exercised,” unless
otherwise indicated in the boxes entitled “Special Issuance Instructions” or
“Special Delivery Instructions” herein. In the event that the boxes entitled
“Special Issuance Instructions” and/or “Special Delivery Instructions” are
completed, the check will be issued in the name of, and the payment of the
aggregate Purchase Price will be mailed to, the address so indicated.
All authority conferred or agreed to be conferred in this Purchase Notice
shall not be affected by and shall survive the death or incapacity of the
undersigned, and any obligations of the undersigned under this Purchase Notice
shall be binding upon the heirs, personal and legal representatives, trustees in
bankruptcy, successors and assigns of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
|
DESCRIPTION OF DEBENTURES FOR WHICH THE PUT OPTION IS |
||||||
|
Debentures for which the Put Option is Exercised |
||||||
|
Name(s) and Address(es) of Registered Holder(s) |
Certificate Number(s) (2) |
Principal Amount Represented by Debentures |
Principal Amount for which the Put |
|||
|
Total Amount for which the Put Option is Exercised |
||||||
|
(1) |
Must correspond exactly to the name(s) that appear(s) on the certificate(s) |
|
(2) |
Need not be completed if the Debentures are delivered by book-entry transfer. |
|
(3) |
If you desire to exercise the Put Option for less than the entire principal |
3
METHOD OF DELIVERY
|
¨ |
CHECK HERE IF DEBENTURES ARE PHYSICALLY DELIVERED TO THE |
|
¨ |
CHECK HERE IF DEBENTURES ARE DELIVERED BY BOOK-ENTRY TRANSFER TO THE |
|
Name of Delivering Institution: |
|
Address: |
|
Telephone: |
Facsimile: |
|
Contact Person: |
Date Delivered: |
|
DTC Account Number: |
Transaction Code Number: |
|
¨ |
CHECK HERE IF DEBENTURES ARE NOT SIMULTANEOUSLY DELIVERED TO THE |
HOLDERS WHO DELIVER THIS PURCHASE NOTICE WITHOUT SIMULTANEOUSLY
DELIVERING THEIR DEBENTURES TO THE DEPOSITARY UNDERSTAND THAT DELIVERY OF THE
DEBENTURES TO THE DEPOSITARY OR DELIVERY OF SUCH DEBENTURES BY BOOK-ENTRY
TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC IS A CONDITION TO
PAYMENT OF THE PURCHASE PRICE FOR SUCH DEBENTURES.
UNDER NO CIRCUMSTANCES WILL DEBENTURES ACCRUE INTEREST BY REASON OF
ANY DELAY IN MAKING PAYMENT TO ANY PERSON WHO DELIVERS DEBENTURES AFTER THE
PURCHASE DATE. THE PURCHASE PRICE FOR DEBENTURES DELIVERED AFTER THE PURCHASE
DATE WILL BE THE SAME AS THAT FOR DEBENTURES DELIVERED PRIOR TO OR ON THE
PURCHASE DATE.
IF THE PAYING AGENT HOLDS, IN ACCORDANCE WITH THE TERMS OF THE
INDENTURE, SUFFICIENT CASH TO PAY THE PURCHASE PRICE FOR THE DEBENTURES BY 10:00
A.M., NEW YORK CITY TIME, ON THE PURCHASE DATE, THEN, ON AND AFTER SUCH DATE,
SUCH DEBENTURES WILL CEASE TO BE OUTSTANDING AND INTEREST (INCLUDING CONTINGENT
INTEREST) ON SUCH DEBENTURES WILL CEASE TO ACCRUE, WHETHER OR NOT THE DEBENTURES
ARE DELIVERED TO THE DEPOSITARY OR DELIVERED BY BOOK-ENTRY TRANSFER TO THE
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC, AND ALL RIGHTS (OTHER THAN THE
RIGHT TO RECEIVE THE PURCHASE PRICE UPON DELIVERY OF THE DEBENTURES) OF THE
HOLDER OF SUCH DEBENTURES WILL TERMINATE.
IF ANY INTEREST PAYMENTS ARE MADE SUBSEQUENT TO THE BUSINESS DAY
FOLLOWING THE PURCHASE DATE IN RESPECT OF DEBENTURES FOR WHICH A PURCHASE NOTICE
HAS BEEN DELIVERED, THEN THE PURCHASE PRICE TO BE PAID, FOLLOWING DELIVERY OF
SUCH DEBENTURES TO THE DEPOSITARY OR DELIVERY BY BOOK-ENTRY TRANSFER TO THE
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC, WILL BE REDUCED BY THE AMOUNT OF
SUCH INTEREST PAYMENTS.
4
SPECIAL ISSUANCE
INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)
To be completed ONLY if Debentures for which the Put Option is not exercised
or which are not purchased and/or any check for the aggregate Purchase Price of
Debentures purchased are to be issued in the name of and sent to someone other
than the undersigned, or if Debentures delivered by book-entry transfer which
are not accepted for purchase are to be credited to an account maintained at DTC
other than the one designated above.
Issue Check and/or Debentures to:
|
Name: |
|
(Please Print) |
||
|
Address: |
||
|
(Include Zip Code) |
||
|
(Taxpayer Identification Number or Social Security Number) |
||
Credit Debentures not purchased by book-entry to DTC account number:
|
(DTC Account Number) |
|
(Account Party) |
SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)
To be completed ONLY if Debentures for which the Put Option is not exercised
or which are not purchased and/or any check for the aggregate Purchase Price of
Debentures purchased, issued in the name of the undersigned, are to be sent to
someone other than the undersigned, or to the undersigned at an address other
than that indicated above.
Mail Check and/or Debentures to:
|
Name: |
|
(Please Print) |
||
|
Address: |
||
|
(Include Zip Code) |
||
NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING
PAGE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
5
SIGN HERE
(See Instructions 1 and 5)
(Please Complete Form W-9)
Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
Debentures or on a security position listing or by person(s) authorized to
become registered Holder(s) of the Debentures by documents transmitted with this
Purchase Notice. If the signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, partner, officer of a corporation or another
party acting in a fiduciary or representative capacity, please set forth the
signer153s full title.
Signature(s) of Holder(s)
Date: , 2011
|
Name(s): |
(Please Print)
|
Capacity: |
|
Area Code(s) and Telephone Number(s): |
|
Tax Id./S.S. Number(s): |
||
|
(Taxpayer Identification Number(s) or Social Security |
||
|
Address(es): |
||
|
(Include Zip Code) |
||
THE GUARANTEE BELOW MUST BE COMPLETED.
Guarantee of Signature(s)
(See Instructions 2 and 5)
|
Authorized Signature: |
|
Name: |
|
Title: |
|
Name of Eligible Institution: |
|
Address: |
|
Area Code and Telephone Number: |
Date: , 2011
6
INSTRUCTIONS
Forming Part of the Terms and Conditions of this
Purchase Notice
1. Delivery of Purchase Notice and Debentures. This Purchase Notice
can be used if Debentures are delivered with it to the Depositary or if
Debentures are concurrently delivered by book-entry transfer to the Depositary153s
account at DTC. This Purchase Notice can also be used by Holders who wish to
exercise the Put Option without simultaneously delivering their Debentures to
the Depositary. A Holder who uses this Purchase Notice to exercise the Put
Option without simultaneously delivering Debentures understands that payment of
the Purchase Price is subject to the delivery of the Debentures to the
Depositary or delivery of such Debentures by book-entry transfer to the account
maintained by the Depositary with DTC. Holders who hold their Debentures
through DTC who wish to exercise the Put Option and deliver their Debentures to
the Depositary need not submit a physical Purchase Notice to the Depositary if
such Holders transmit their acceptance and deliver their Debentures
electronically through DTC153s ATOP system, subject to the terms and procedures of
that system. Holders transmitting their acceptance and delivering their
Debentures through DTC153s ATOP system must allow sufficient time for completion
of the ATOP procedures during the normal business hours of DTC.
Debentures or confirmation of the delivery of Debentures by book-entry transfer
to the Depositary through DTC, together with a properly completed and duly
executed Purchase Notice or agent153s message and any other required documents,
should be delivered to the Depositary at the appropriate address set forth on
the first page of this Purchase Notice and must be received by the Depositary
prior to midnight, New York City time, on the Expiration Date. The term “agent153s
message” means a message, transmitted to DTC and received by the Depositary and
forming a part of a book-entry transfer, that states that DTC has received an
express acknowledgement that the undersigned agrees to be bound by this Purchase
Notice and that the Company may enforce this Purchase Notice against the
undersigned. Delivery of documents to DTC or the Company does not constitute
delivery to the Depositary.
The method of delivery of all documents, including Debentures, this Purchase
Notice and any other required documents, is at the election and risk of the
Holder(s) exercising the Put Option. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended.
Each Holder who exercises the Put Option, by execution of this Purchase
Notice, waives any right to receive any notice of the acceptance of his or her
Debentures for purchase.
2. Guarantee of Signatures. No signature guarantee is required if
either:
(a) this Purchase Notice is signed by the registered Holder(s) of the
Debentures (which term, for purposes of this Purchase Notice, includes any
participant in DTC whose name appears on a security position listing as the
Holder of such Debentures) delivered with the Purchase Notice, unless such
Holder has completed the box entitled “Special Issuance Instructions” and/or
“Special Delivery Instructions” above; or
(b) the Debentures for which the Put Option is exercised are held for the
account of an eligible guarantor institution, as defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (each, an “Eligible
Institution”).
In all other cases an Eligible Institution must guarantee the signatures on
this Purchase Notice. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned
“Description of Debentures for which the Put Option is Exercised” is inadequate,
the certificate numbers, the principal amount represented by the Debentures and
the principal amount of Debentures for which the Put Option is exercised should
be listed on a separate signed schedule and attached to this Purchase Notice.
4. Partial Exercise of the Put Option. (Not applicable to Holders
who deliver Debentures by book-entry transfer.) If the Put Option is to be
exercised for less than all of the principal amount of Debentures evidenced by
the certificates, fill in the portion of the principal amount of such Debentures
for which the Put Option is to be exercised in the column entitled “Principal
Amount for which the Put Option is Exercised” in the box captioned
7
“Description of Debentures for which the Put Option is Exercised.” In such
case, a new certificate for the remainder of the Debentures evidenced by the old
certificate will be issued and sent to the registered Holder(s), unless
otherwise specified in the box entitled “Special Issuance Instructions” and/or
“Special Delivery Instructions” in this Purchase Notice, as promptly as
practicable following the Purchase Date; provided, however, that each Debenture
purchased and each new Debenture issued shall be in a principal amount of $1,000
or integral multiples thereof. The Put Option for the full principal amount of
Debentures listed and delivered to the Depositary is deemed to have been
exercised unless otherwise indicated.
5. Signatures on Purchase Notice and Endorsements.
(a) If this Purchase Notice is signed by the registered Holder(s) of the
Debentures for which the Put Option is exercised hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the Debentures
without any change whatsoever.
(b) If the Debentures are registered in the names of two or more joint
Holders, each such Holder must sign this Purchase Notice.
(c) If any Debentures for which the Put Option is to be exercised are
registered in different names on several certificates, it will be necessary to
complete, sign and submit as many separate Purchase Notices as there are
different registrations of Debentures.
(d) (Not applicable to Holders who deliver Debentures by book-entry
transfer.) When this Purchase Notice is signed by the registered Holder(s) of
the Debentures and transmitted hereby, no endorsements of Debentures are
required unless payment is to be made, or the Debentures for which the Put
Option is not exercised or which are not purchased are to be issued to a person
other than the registered Holder(s). See Instruction 2. In such an event,
signature(s) on such Debentures must be guaranteed by an Eligible Institution.
If this Purchase Notice is signed by a person other than the registered
Holder(s) of the Debentures listed, the assignment form on the Debentures must
be completed and signed exactly as the name(s) of the registered Holder(s)
appear(s) on the Debentures and signature(s) on such Debentures must be
guaranteed by an Eligible Institution. See Instruction 2.
(e) If this Purchase Notice is signed by attorneys-in-fact, executors,
administrators, trustees, guardians, partners, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing and must submit proper evidence satisfactory to the
Company of their authority so to act.
6. Special Payment and Special Delivery Instructions. The Holder(s)
signing this Purchase Notice to exercise the Put Option should indicate in the
applicable box or boxes the name and address to which Debentures for principal
amounts for which the Put Option is not exercised or which are not purchased or
checks for payment of the aggregate Purchase Price are to be issued or sent, if
different from the name(s) and address(es) of such Holder(s). In the case of
issuance in a different name, the taxpayer identification number or social
security number of the person named must also be indicated. If no instructions
are given, Debentures for which the Put Option is not exercised or which are not
purchased will be returned to the Holder(s). Any Holder(s) delivering Debentures
by book-entry transfer may request that Debentures for which the Put Option is
not exercised or which are not purchased be credited to such account at DTC as
such Holder(s) may designate under the caption “Special Issuance Instructions.”
If no such instructions are given, any such Debentures for which the Put Option
is not exercised or which are not purchased will be returned by crediting the
account at DTC designated above.
7. Irregularities. The Company will determine, in its sole
discretion, all questions as to the form of documents, eligibility, validity
(including time of receipt) and acceptance for payment of any Debentures for
which the Put Option is exercised and its determinations shall be final and
binding on all parties. The Company reserves the absolute right to reject any
and all exercises of the Put Option and deliveries of Debentures that it
determines not to be in proper form or the acceptance for payment of or payment
for which may, in the opinion of the Company153s counsel, be unlawful. The Company
also reserves the absolute right to waive any defect or irregularity in the
exercise of the Put Option for and delivery of any particular Debenture. No
exercise of the Put Option for or delivery of Debentures will be deemed to have
been properly made until all defects and irregularities have been cured or
waived. Unless waived, any defects or irregularities in connection with the
exercise of the Put Option or
8
delivery of Debentures must be cured within such time as the Company shall
determine. The Company153s interpretation of the terms of the Purchase Notice
(including these instructions) will be final and binding on all parties. None of
the Company, the Depositary or any other person is or will be obligated to give
notice of any defects or irregularities in the exercise of the Put Option or
delivery of Debentures and none of them will incur any liability for failure to
give such notice.
8. Mutilated, Lost, Stolen or Destroyed Certificates for
Debentures. Any Holder(s) whose certificates for Debentures have been
mutilated, lost, stolen or destroyed should write to or telephone the Depositary
at the address or telephone number set forth on the front cover page of this
Purchase Notice.
The Holder will then be instructed by the Depositary as to the steps that
must be taken in order to replace the certificates. This Purchase Notice and
related documents cannot be processed until the procedures for replacing
mutilated, lost, stolen or destroyed certificates have been followed.
9. Questions and Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to the Information Agent
and additional copies of the Company Notice and this Purchase Notice may also be
obtained from the Information Agent.
10. Withdrawal Rights. You may withdraw a Purchase Notice, for some
or all of the Debentures for which such Purchase Notice has been delivered, at
any time before midnight, New York City time, on the Expiration Date. See
Section 4 of the Company Notice for a more detailed description of withdrawal
rights.
11. Transfer Taxes. If payment of the Purchase Price is to be made
to, or if Debentures for which the Put Option is not exercised or which are not
purchased are to be registered in the name of, any persons other than the
registered Holder(s), or if Debentures for which the Put Option is exercised are
registered in the name of any person other than the person(s) signing this
Purchase Notice, the amount of any transfer taxes (whether imposed on the
registered Holder(s) or such other person) payable on account of the transfer to
such other person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of such taxes or an exemption therefrom is submitted.
12. Important Tax Information. Under U.S. federal income tax law, a
Holder that exercises the Put Option is required to provide the Depositary with
such Holder153s current taxpayer identification number (“TIN”) on a properly
completed Form W-9 (available at the IRS website at www.irs.gov) or,
alternatively, to establish another basis for an exemption from backup
withholding. If such Holder is an individual, the TIN is his or her Social
Security number. If the Depositary is not provided with the correct TIN, the
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, any payment made to such Holder with respect to Debentures
purchased pursuant to the Put Option may be subject to 28% backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Holder must submit to the Depositary a properly completed
Internal Revenue Service Form W-8 BEN (available at the IRS website at
www.irs.gov), signed under penalties of perjury, attesting to that individual153s
exempt status.
If backup withholding applies, the Paying Agent is required to withhold 28%
of any payment made to the Holder or other payee. Backup withholding is not an
additional tax. Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service. The Paying Agent cannot refund amounts withheld by reason of
backup withholding.
Holders are encouraged to consult with their own tax advisors regarding
compliance with the backup withholding rules.
9
Stay Up-to-Date With How the Law Affects Your Life
