{"id":41096,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/letter-of-transmittal-and-purchase-notice-for-put-option-under.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"letter-of-transmittal-and-purchase-notice-for-put-option-under","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/letter-of-transmittal-and-purchase-notice-for-put-option-under.html","title":{"rendered":"Letter of Transmittal and Purchase Notice – For Put Option Under Indenture – Tech Data Corp."},"content":{"rendered":"

LETTER OF TRANSMITTAL AND PURCHASE NOTICE <\/strong>\n<\/p>\n

2.75% CONVERTIBLE SENIOR DEBENTURES DUE 2026 <\/strong>\n<\/p>\n

ISSUED BY <\/strong><\/p>\n

TECH DATA CORPORATION <\/strong><\/p>\n

CUSIP Number: 878237AE6 <\/strong><\/p>\n

This Letter of Transmittal and Purchase Notice (this “Purchase Notice”)
\nrelates to the purchase by Tech Data Corporation, a corporation duly organized
\nand existing under the laws of the State of Florida (the “Company”), of its
\n2.75% Convertible Senior Debentures Due 2026 (the “Debentures”), at the option
\nof the holder thereof, pursuant to the terms and conditions set forth in the
\nIndenture, dated as of December 20, 2006 (the “Indenture”), between the Company
\nand U.S. Bank National Association, as trustee (the “Trustee”), and the
\nDebentures. The right of a Holder to require the Company to purchase the
\nDebentures, as described in the Company Notice, dated November 16, 2011 and the
\nrelated notice materials, as amended and supplemented from time to time, is
\nreferred to herein as the “Put Option.”<\/p>\n

To exercise the Put Option, holders of Debentures (the “Holders”)
\nmust complete and deliver this Purchase Notice to Global Bondholder Services
\nCorporation (the “Depositary”) by midnight, New York City time, on Wednesday,
\nDecember 14, 2011 (the “Expiration Date”). A Purchase Notice may be withdrawn at
\nany time before midnight, New York City time, on the Expiration Date. The Put
\nOption expires at midnight, New York City time, on the Expiration Date.
\n<\/strong><\/p>\n

HOLDERS WHO HOLD THEIR DEBENTURES THROUGH THE DEPOSITORY TRUST
\nCOMPANY (“DTC”) WHO WISH TO EXERCISE THE PUT OPTION AND DELIVER THEIR DEBENTURES
\nTO THE DEPOSITARY NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE DEPOSITARY
\nIF SUCH HOLDERS TRANSMIT THEIR ACCEPTANCE AND DELIVER THEIR DEBENTURES
\nELECTRONICALLY THROUGH DTC153S AUTOMATED TENDER OFFER PROGRAM (“ATOP”), SUBJECT TO
\nTHE TERMS AND PROCEDURES OF THAT SYSTEM. HOLDERS TRANSMITTING THEIR ACCEPTANCE
\nAND DELIVERING THEIR DEBENTURES THROUGH DTC153S ATOP SYSTEM MUST ALLOW SUFFICIENT
\nTIME FOR COMPLETION OF THE ATOP PROCEDURES DURING THE NORMAL BUSINESS HOURS OF
\nDTC. <\/strong><\/p>\n

The Paying Agent is U.S Bank National Association. The address of the Paying
\nAgent is:<\/p>\n

U.S. Bank National Association<\/p>\n

60 Livingston Avenue<\/p>\n

St. Paul, Minnesota 55107-2292<\/p>\n

Telephone: (800) 934-6802<\/p>\n

The Depositary is Global Bondholder Services Corporation. The address of the
\nDepositary is:<\/p>\n

Global Bondholder Services Corporation<\/p>\n

65 Broadway : Suite 404<\/p>\n

New York, New York 10006<\/p>\n

Attention: Corporate Actions<\/p>\n

Telephone: (866) 794-2200<\/p>\n

Fax: (212) 430-3775 or (212) 430-3779<\/p>\n

Additional copies of this Letter of Transmittal and Purchase Notice may be
\nobtained from Global Bondholder Services Corporation (the “Information Agent”).
\nThe address of the Information Agent is:<\/p>\n

Global Bondholder Services Corporation<\/p>\n

65 Broadway : Suite 404<\/p>\n

New York, New York 10006<\/p>\n

Attention: Corporate Actions<\/p>\n

Telephone: (866) 794-2200<\/p>\n

Fax: (212) 430-3775 or (212) 430-3779<\/p>\n

\n

The instructions accompanying this Purchase Notice should be read
\ncarefully before this Purchase Notice is completed. <\/strong><\/p>\n

This Purchase Notice can be used if:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

certificates representing Debentures are physically delivered with it to the
\nDepositary,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Debentures are concurrently delivered by book-entry transfer to the
\nDepositary153s account at DTC, or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Holders wish to exercise the Put Option without simultaneously delivering
\ntheir Debentures to the Depositary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Holders who hold their Debentures through DTC who wish to exercise
\nthe Put Option and deliver their Debentures to the Depositary need not submit a
\nphysical Purchase Notice to the Depositary if such Holders transmit their
\nacceptance and deliver their Debentures electronically through DTC153s ATOP
\nsystem, subject to the terms and procedures of that system. Holders transmitting
\ntheir acceptance and delivering their Debentures through DTC153s ATOP system must
\nallow sufficient time for completion of the ATOP procedures during the normal
\nbusiness hours of DTC. <\/strong><\/p>\n

Any beneficial owner whose Debentures are registered in the name of a broker,
\ndealer, commercial bank, trust company or other nominee and who wishes to
\nexercise the Put Option should contact such registered holder of the Debentures
\npromptly and instruct such registered holder to exercise the Put Option on
\nbehalf of the beneficial owner.<\/p>\n

Delivery of this Purchase Notice and all other required documents to
\nan address other than as set forth above does not constitute valid delivery to
\nthe Depositary. Delivery of documents to DTC or the Company does not constitute
\ndelivery to the Depositary. The method of delivery of all documents, including
\ncertificates representing Debentures, is at the risk of the Holder. If delivery
\nis by mail, registered mail with return receipt requested, properly insured, is
\nrecommended. You must sign this Purchase Notice in the appropriate space
\nprovided therefore, with signature guarantee if required, and complete a Form
\nW-9 (available at the IRS website at www.irs.gov). See instructions 1, 2 and 12.
\n<\/strong><\/p>\n

1<\/p>\n

\n

Ladies and Gentlemen:<\/p>\n

By execution of this Letter of Transmittal and Purchase Notice (the “Purchase
\nNotice”), each signatory hereof (the “undersigned”) represents that the
\nundersigned has received the Company Notice, dated November 16, 2011 (the
\n“Company Notice”), of Tech Data Corporation, a Florida corporation (the
\n“Company”), which provides the notice to the holders (the “Holders”) required
\npursuant to the Indenture. This Purchase Notice relates to the Company153s 2.75%
\nConvertible Senior Debentures due 2026 (the “Debentures”), and the Holder153s
\nright to require the Company to purchase the Debentures at a purchase price (the
\n“Purchase Price”) equal to $1,000 per $1,000 principal amount of the Debentures,
\nplus any accrued and unpaid interest, up to, but excluding, December 15, 2011
\n(the “Purchase Date”), subject to the terms and conditions set forth in the
\nIndenture and the Debentures. Upon the terms and subject to the conditions set
\nforth herein, the Company Notice and the Indenture, and effective upon the
\nacceptance for payment thereof, the undersigned hereby irrevocably sells,
\nassigns and transfers all right and title to the Company in and to the
\nDebentures for which the Put Option is exercised hereby.<\/p>\n

The undersigned hereby irrevocably constitutes and appoints the Depositary
\nthe true and lawful agent and attorney-in-fact of the undersigned (with full
\nknowledge that the Depositary also acts as the agent of the Company) with
\nrespect to such Debentures, with full power of substitution (such
\npower-of-attorney being deemed to be an irrevocable power coupled with an
\ninterest) to (1) present such Debentures and all evidences of transfer and
\nauthenticity to, or transfer ownership of, such Debentures on the account books
\nmaintained by The Depository Trust Company (“DTC”) to, or upon the order of, the
\nCompany, (2) present such Debentures for transfer and cancellation on the books
\nof the relevant security registrar, and (3) receive all benefits and otherwise
\nexercise all rights of beneficial ownership of such Debentures, all in
\naccordance with the terms of and conditions set forth in the Indenture, the
\nCompany Notice and this Purchase Notice.<\/p>\n

The undersigned hereby represents, warrants and covenants that:<\/p>\n

(a) the undersigned owns the Debentures for which the Put Option is exercised
\nhereby as contemplated by Rule 14e-4 under the Securities Exchange Act of 1934,
\nas amended, and has full power and authority to validly exercise the Put Option
\nfor such Debentures;<\/p>\n

(b) when and to the extent the Company accepts such Debentures for payment,
\nthe Company will acquire good, marketable and unencumbered title to them, free
\nand clear of all security interests, liens, charges, encumbrances, conditional
\nsales agreements or other obligations relating to their delivery or transfer,
\nand not subject to any adverse claim;<\/p>\n

(c) on request, the undersigned will execute and deliver any additional
\ndocuments that the Depositary or the Company deems necessary or desirable to
\ncomplete the delivery of the Debentures for which the Put Option is exercised
\nhereby and that are accepted for payment; and<\/p>\n

(d) the undersigned has read and agrees to all of the terms of the Company
\nNotice and this Purchase Notice.<\/p>\n

The undersigned understands that the exercise of the Put Option is not made
\nin acceptable form until receipt by the Depositary of this Purchase Notice, duly
\ncompleted and signed, together with all accompanying evidence of authority in
\nform satisfactory to the Company in its sole discretion (which may delegate
\npower in whole or in part to the Depositary). All questions as to form of
\ndocuments, eligibility, validity (including time of receipt) and acceptance for
\npayment of Debentures for which the Put Option is exercised hereby will be
\ndetermined by the Company in its sole discretion (which may delegate power in
\nwhole or in part to the Depositary) and such determination shall be final and
\nbinding on all parties.<\/p>\n

The undersigned understands that all Debentures for which a Purchase Notice
\nis validly delivered and not withdrawn prior to midnight, New York City time, on
\nDecember 14, 2011, shall be purchased as of the Purchase Date pursuant to the
\nterms and conditions specified in paragraph 6 of the Debentures and in the
\nIndenture. The undersigned understands that acceptance of the Debentures by the
\nCompany for payment will constitute a binding agreement between the undersigned
\nand the Company upon the terms and subject to the conditions of the Indenture,
\nthe Company Notice and this Purchase Notice.<\/p>\n

2<\/p>\n

\n

The check for the aggregate Purchase Price for such of the Debentures for
\nwhich the Put Option is exercised hereby as are purchased will be issued to the
\norder of the undersigned and mailed to the address indicated in the box entitled
\n“Description of Debentures for which the Put Option is Exercised,” unless
\notherwise indicated in the boxes entitled “Special Issuance Instructions” or
\n“Special Delivery Instructions” herein. In the event that the boxes entitled
\n“Special Issuance Instructions” and\/or “Special Delivery Instructions” are
\ncompleted, the check will be issued in the name of, and the payment of the
\naggregate Purchase Price will be mailed to, the address so indicated.<\/p>\n

All authority conferred or agreed to be conferred in this Purchase Notice
\nshall not be affected by and shall survive the death or incapacity of the
\nundersigned, and any obligations of the undersigned under this Purchase Notice
\nshall be binding upon the heirs, personal and legal representatives, trustees in
\nbankruptcy, successors and assigns of the undersigned.<\/p>\n

NOTE: SIGNATURES MUST BE PROVIDED <\/strong><\/p>\n

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
\n<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DESCRIPTION OF DEBENTURES FOR WHICH THE PUT OPTION IS
\nEXERCISED<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Debentures for which the Put Option is Exercised
\n
\n(Attach additional signed list, if necessary)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Name(s) and Address(es) of Registered Holder(s)
\n(Please fill in exactly as name(s) appear(s) on Debentures)
\n(1)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Certificate<\/strong><\/p>\n

Number(s) (2)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount<\/strong><\/p>\n

Represented<\/strong><\/p>\n

by Debentures<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount<\/strong><\/p>\n

for which the Put
\nOption is Exercised
\n(2)(3)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Total Amount for which the Put Option is Exercised<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(1)<\/p>\n<\/td>\n

\n

Must correspond exactly to the name(s) that appear(s) on the certificate(s)
\nfor the Debentures and the Depositary153s record of registered holders or, if the
\nPut Option is exercised by a DTC participant, exactly as such participant153s
\nname(s) and address(es) appear(s) on the security position listing of DTC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(2)<\/p>\n<\/td>\n

\n

Need not be completed if the Debentures are delivered by book-entry transfer.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(3)<\/p>\n<\/td>\n

\n

If you desire to exercise the Put Option for less than the entire principal
\namount evidenced by the Debentures listed above, please indicate in this column
\nthe portion of the principal amount of such Debentures for which you wish to
\nexercise the Put Option; otherwise, the Put Option will be deemed to have been
\nexercised for the entire principal amount evidenced by such Debentures.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n

METHOD OF DELIVERY <\/strong><\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF DEBENTURES ARE PHYSICALLY DELIVERED TO THE
\nDEPOSITARY.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF DEBENTURES ARE DELIVERED BY BOOK-ENTRY TRANSFER TO THE
\nACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
\nFOLLOWING:<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Delivering Institution:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Telephone:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Facsimile:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Contact Person:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Date Delivered:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DTC Account Number:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Transaction Code Number:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

\u00a8<\/p>\n<\/td>\n

\n

CHECK HERE IF DEBENTURES ARE NOT SIMULTANEOUSLY DELIVERED TO THE
\nDEPOSITARY.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

HOLDERS WHO DELIVER THIS PURCHASE NOTICE WITHOUT SIMULTANEOUSLY
\nDELIVERING THEIR DEBENTURES TO THE DEPOSITARY UNDERSTAND THAT DELIVERY OF THE
\nDEBENTURES TO THE DEPOSITARY OR DELIVERY OF SUCH DEBENTURES BY BOOK-ENTRY
\nTRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC IS A CONDITION TO
\nPAYMENT OF THE PURCHASE PRICE FOR SUCH DEBENTURES. <\/strong><\/p>\n

UNDER NO CIRCUMSTANCES WILL DEBENTURES ACCRUE INTEREST BY REASON OF
\nANY DELAY IN MAKING PAYMENT TO ANY PERSON WHO DELIVERS DEBENTURES AFTER THE
\nPURCHASE DATE. THE PURCHASE PRICE FOR DEBENTURES DELIVERED AFTER THE PURCHASE
\nDATE WILL BE THE SAME AS THAT FOR DEBENTURES DELIVERED PRIOR TO OR ON THE
\nPURCHASE DATE. <\/strong><\/p>\n

IF THE PAYING AGENT HOLDS, IN ACCORDANCE WITH THE TERMS OF THE
\nINDENTURE, SUFFICIENT CASH TO PAY THE PURCHASE PRICE FOR THE DEBENTURES BY 10:00
\nA.M., NEW YORK CITY TIME, ON THE PURCHASE DATE, THEN, ON AND AFTER SUCH DATE,
\nSUCH DEBENTURES WILL CEASE TO BE OUTSTANDING AND INTEREST (INCLUDING CONTINGENT
\nINTEREST) ON SUCH DEBENTURES WILL CEASE TO ACCRUE, WHETHER OR NOT THE DEBENTURES
\nARE DELIVERED TO THE DEPOSITARY OR DELIVERED BY BOOK-ENTRY TRANSFER TO THE
\nACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC, AND ALL RIGHTS (OTHER THAN THE
\nRIGHT TO RECEIVE THE PURCHASE PRICE UPON DELIVERY OF THE DEBENTURES) OF THE
\nHOLDER OF SUCH DEBENTURES WILL TERMINATE. <\/strong><\/p>\n

IF ANY INTEREST PAYMENTS ARE MADE SUBSEQUENT TO THE BUSINESS DAY
\nFOLLOWING THE PURCHASE DATE IN RESPECT OF DEBENTURES FOR WHICH A PURCHASE NOTICE
\nHAS BEEN DELIVERED, THEN THE PURCHASE PRICE TO BE PAID, FOLLOWING DELIVERY OF
\nSUCH DEBENTURES TO THE DEPOSITARY OR DELIVERY BY BOOK-ENTRY TRANSFER TO THE
\nACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC, WILL BE REDUCED BY THE AMOUNT OF
\nSUCH INTEREST PAYMENTS. <\/strong><\/p>\n

4<\/p>\n

\n

SPECIAL ISSUANCE <\/strong><\/p>\n

INSTRUCTIONS <\/strong><\/p>\n

(See Instructions 2, 4, 5 and 6) <\/strong><\/p>\n

To be completed ONLY if Debentures for which the Put Option is not exercised
\nor which are not purchased and\/or any check for the aggregate Purchase Price of
\nDebentures purchased are to be issued in the name of and sent to someone other
\nthan the undersigned, or if Debentures delivered by book-entry transfer which
\nare not accepted for purchase are to be credited to an account maintained at DTC
\nother than the one designated above.<\/p>\n

Issue Check and\/or Debentures to:<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(Please Print)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

(Taxpayer Identification Number or<\/strong><\/p>\n

Social Security Number)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Credit Debentures not purchased by book-entry to DTC account number:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

(DTC Account Number)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

(Account Party)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SPECIAL DELIVERY <\/strong><\/p>\n

INSTRUCTIONS <\/strong><\/p>\n

(See Instructions 2, 4, 5 and 6) <\/strong><\/p>\n

To be completed ONLY if Debentures for which the Put Option is not exercised
\nor which are not purchased and\/or any check for the aggregate Purchase Price of
\nDebentures purchased, issued in the name of the undersigned, are to be sent to
\nsomeone other than the undersigned, or to the undersigned at an address other
\nthan that indicated above.<\/p>\n

Mail Check and\/or Debentures to:<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(Please Print)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING
\nPAGE. <\/strong><\/p>\n

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
\n<\/strong><\/p>\n

5<\/p>\n

\n

SIGN HERE <\/strong><\/p>\n

(See Instructions 1 and 5) <\/strong><\/p>\n

(Please Complete Form W-9) <\/strong><\/p>\n

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
\nDebentures or on a security position listing or by person(s) authorized to
\nbecome registered Holder(s) of the Debentures by documents transmitted with this
\nPurchase Notice. If the signature is by an attorney-in-fact, executor,
\nadministrator, trustee, guardian, partner, officer of a corporation or another
\nparty acting in a fiduciary or representative capacity, please set forth the
\nsigner153s full title.<\/p>\n

Signature(s) of Holder(s) <\/strong><\/p>\n

Date: , 2011<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name(s):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(Please Print) <\/strong><\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Capacity:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Area Code(s) and Telephone Number(s):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Tax Id.\/S.S. Number(s):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

(Taxpayer Identification Number(s) or Social Security
\nNumber(s)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address(es):<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

(Include Zip Code)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

THE GUARANTEE BELOW MUST BE COMPLETED. <\/strong><\/p>\n

Guarantee of Signature(s) <\/strong><\/p>\n

(See Instructions 2 and 5) <\/strong><\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Authorized Signature:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Eligible Institution:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Area Code and Telephone Number:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Date: , 2011<\/p>\n

6<\/p>\n

\n

INSTRUCTIONS <\/strong><\/p>\n

Forming Part of the Terms and Conditions of this
\nPurchase Notice <\/strong><\/p>\n

1. Delivery of Purchase Notice and Debentures<\/em>. This Purchase Notice
\ncan be used if Debentures are delivered with it to the Depositary or if
\nDebentures are concurrently delivered by book-entry transfer to the Depositary153s
\naccount at DTC. This Purchase Notice can also be used by Holders who wish to
\nexercise the Put Option without simultaneously delivering their Debentures to
\nthe Depositary. A Holder who uses this Purchase Notice to exercise the Put
\nOption without simultaneously delivering Debentures understands that payment of
\nthe Purchase Price is subject to the delivery of the Debentures to the
\nDepositary or delivery of such Debentures by book-entry transfer to the account
\nmaintained by the Depositary with DTC. Holders who hold their Debentures
\nthrough DTC who wish to exercise the Put Option and deliver their Debentures to
\nthe Depositary need not submit a physical Purchase Notice to the Depositary if
\nsuch Holders transmit their acceptance and deliver their Debentures
\nelectronically through DTC153s ATOP system, subject to the terms and procedures of
\nthat system. Holders transmitting their acceptance and delivering their
\nDebentures through DTC153s ATOP system must allow sufficient time for completion
\nof the ATOP procedures during the normal business hours of DTC.<\/strong>
\nDebentures or confirmation of the delivery of Debentures by book-entry transfer
\nto the Depositary through DTC, together with a properly completed and duly
\nexecuted Purchase Notice or agent153s message and any other required documents,
\nshould be delivered to the Depositary at the appropriate address set forth on
\nthe first page of this Purchase Notice and must be received by the Depositary
\nprior to midnight, New York City time, on the Expiration Date. The term “agent153s
\nmessage” means a message, transmitted to DTC and received by the Depositary and
\nforming a part of a book-entry transfer, that states that DTC has received an
\nexpress acknowledgement that the undersigned agrees to be bound by this Purchase
\nNotice and that the Company may enforce this Purchase Notice against the
\nundersigned. Delivery of documents to DTC or the Company does not constitute
\ndelivery to the Depositary.<\/p>\n

The method of delivery of all documents, including Debentures, this Purchase
\nNotice and any other required documents, is at the election and risk of the
\nHolder(s) exercising the Put Option. If delivery is by mail, registered mail
\nwith return receipt requested, properly insured, is recommended.<\/p>\n

Each Holder who exercises the Put Option, by execution of this Purchase
\nNotice, waives any right to receive any notice of the acceptance of his or her
\nDebentures for purchase.<\/p>\n

2. Guarantee of Signatures<\/em>. No signature guarantee is required if
\neither:<\/p>\n

(a) this Purchase Notice is signed by the registered Holder(s) of the
\nDebentures (which term, for purposes of this Purchase Notice, includes any
\nparticipant in DTC whose name appears on a security position listing as the
\nHolder of such Debentures) delivered with the Purchase Notice, unless such
\nHolder has completed the box entitled “Special Issuance Instructions” and\/or
\n“Special Delivery Instructions” above; or<\/p>\n

(b) the Debentures for which the Put Option is exercised are held for the
\naccount of an eligible guarantor institution, as defined in Rule 17Ad-15 under
\nthe Securities Exchange Act of 1934, as amended (each, an “Eligible
\nInstitution”).<\/p>\n

In all other cases an Eligible Institution must guarantee the signatures on
\nthis Purchase Notice. See Instruction 5.<\/p>\n

3. Inadequate Space<\/em>. If the space provided in the box captioned
\n“Description of Debentures for which the Put Option is Exercised” is inadequate,
\nthe certificate numbers, the principal amount represented by the Debentures and
\nthe principal amount of Debentures for which the Put Option is exercised should
\nbe listed on a separate signed schedule and attached to this Purchase Notice.\n<\/p>\n

4. Partial Exercise of the Put Option<\/em>. (Not applicable to Holders
\nwho deliver Debentures by book-entry transfer.) If the Put Option is to be
\nexercised for less than all of the principal amount of Debentures evidenced by
\nthe certificates, fill in the portion of the principal amount of such Debentures
\nfor which the Put Option is to be exercised in the column entitled “Principal
\nAmount for which the Put Option is Exercised” in the box captioned<\/p>\n

7<\/p>\n

\n

“Description of Debentures for which the Put Option is Exercised.” In such
\ncase, a new certificate for the remainder of the Debentures evidenced by the old
\ncertificate will be issued and sent to the registered Holder(s), unless
\notherwise specified in the box entitled “Special Issuance Instructions” and\/or
\n“Special Delivery Instructions” in this Purchase Notice, as promptly as
\npracticable following the Purchase Date; provided, however, that each Debenture
\npurchased and each new Debenture issued shall be in a principal amount of $1,000
\nor integral multiples thereof. The Put Option for the full principal amount of
\nDebentures listed and delivered to the Depositary is deemed to have been
\nexercised unless otherwise indicated.<\/p>\n

5. Signatures on Purchase Notice and Endorsements.<\/em><\/p>\n

(a) If this Purchase Notice is signed by the registered Holder(s) of the
\nDebentures for which the Put Option is exercised hereby, the signature(s) must
\ncorrespond exactly with the name(s) as written on the face of the Debentures
\nwithout any change whatsoever.<\/p>\n

(b) If the Debentures are registered in the names of two or more joint
\nHolders, each such Holder must sign this Purchase Notice.<\/p>\n

(c) If any Debentures for which the Put Option is to be exercised are
\nregistered in different names on several certificates, it will be necessary to
\ncomplete, sign and submit as many separate Purchase Notices as there are
\ndifferent registrations of Debentures.<\/p>\n

(d) (Not applicable to Holders who deliver Debentures by book-entry
\ntransfer.) When this Purchase Notice is signed by the registered Holder(s) of
\nthe Debentures and transmitted hereby, no endorsements of Debentures are
\nrequired unless payment is to be made, or the Debentures for which the Put
\nOption is not exercised or which are not purchased are to be issued to a person
\nother than the registered Holder(s). See Instruction 2. In such an event,
\nsignature(s) on such Debentures must be guaranteed by an Eligible Institution.
\nIf this Purchase Notice is signed by a person other than the registered
\nHolder(s) of the Debentures listed, the assignment form on the Debentures must
\nbe completed and signed exactly as the name(s) of the registered Holder(s)
\nappear(s) on the Debentures and signature(s) on such Debentures must be
\nguaranteed by an Eligible Institution. See Instruction 2.<\/p>\n

(e) If this Purchase Notice is signed by attorneys-in-fact, executors,
\nadministrators, trustees, guardians, partners, officers of corporations or
\nothers acting in a fiduciary or representative capacity, such persons should so
\nindicate when signing and must submit proper evidence satisfactory to the
\nCompany of their authority so to act.<\/p>\n

6. Special Payment and Special Delivery Instructions<\/em>. The Holder(s)
\nsigning this Purchase Notice to exercise the Put Option should indicate in the
\napplicable box or boxes the name and address to which Debentures for principal
\namounts for which the Put Option is not exercised or which are not purchased or
\nchecks for payment of the aggregate Purchase Price are to be issued or sent, if
\ndifferent from the name(s) and address(es) of such Holder(s). In the case of
\nissuance in a different name, the taxpayer identification number or social
\nsecurity number of the person named must also be indicated. If no instructions
\nare given, Debentures for which the Put Option is not exercised or which are not
\npurchased will be returned to the Holder(s). Any Holder(s) delivering Debentures
\nby book-entry transfer may request that Debentures for which the Put Option is
\nnot exercised or which are not purchased be credited to such account at DTC as
\nsuch Holder(s) may designate under the caption “Special Issuance Instructions.”
\nIf no such instructions are given, any such Debentures for which the Put Option
\nis not exercised or which are not purchased will be returned by crediting the
\naccount at DTC designated above.<\/p>\n

7. Irregularities<\/em>. The Company will determine, in its sole
\ndiscretion, all questions as to the form of documents, eligibility, validity
\n(including time of receipt) and acceptance for payment of any Debentures for
\nwhich the Put Option is exercised and its determinations shall be final and
\nbinding on all parties. The Company reserves the absolute right to reject any
\nand all exercises of the Put Option and deliveries of Debentures that it
\ndetermines not to be in proper form or the acceptance for payment of or payment
\nfor which may, in the opinion of the Company153s counsel, be unlawful. The Company
\nalso reserves the absolute right to waive any defect or irregularity in the
\nexercise of the Put Option for and delivery of any particular Debenture. No
\nexercise of the Put Option for or delivery of Debentures will be deemed to have
\nbeen properly made until all defects and irregularities have been cured or
\nwaived. Unless waived, any defects or irregularities in connection with the
\nexercise of the Put Option or<\/p>\n

8<\/p>\n

\n

delivery of Debentures must be cured within such time as the Company shall
\ndetermine. The Company153s interpretation of the terms of the Purchase Notice
\n(including these instructions) will be final and binding on all parties. None of
\nthe Company, the Depositary or any other person is or will be obligated to give
\nnotice of any defects or irregularities in the exercise of the Put Option or
\ndelivery of Debentures and none of them will incur any liability for failure to
\ngive such notice.<\/p>\n

8. Mutilated, Lost, Stolen or Destroyed Certificates for
\nDebentures<\/em>. Any Holder(s) whose certificates for Debentures have been
\nmutilated, lost, stolen or destroyed should write to or telephone the Depositary
\nat the address or telephone number set forth on the front cover page of this
\nPurchase Notice.<\/p>\n

The Holder will then be instructed by the Depositary as to the steps that
\nmust be taken in order to replace the certificates. This Purchase Notice and
\nrelated documents cannot be processed until the procedures for replacing
\nmutilated, lost, stolen or destroyed certificates have been followed.<\/p>\n

9. Questions and Requests for Assistance and Additional Copies<\/em>.
\nQuestions and requests for assistance may be directed to the Information Agent
\nand additional copies of the Company Notice and this Purchase Notice may also be
\nobtained from the Information Agent.<\/p>\n

10. Withdrawal Rights<\/em>. You may withdraw a Purchase Notice, for some
\nor all of the Debentures for which such Purchase Notice has been delivered, at
\nany time before midnight, New York City time, on the Expiration Date. See
\nSection 4 of the Company Notice for a more detailed description of withdrawal
\nrights.<\/p>\n

11. Transfer Taxes<\/em>. If payment of the Purchase Price is to be made
\nto, or if Debentures for which the Put Option is not exercised or which are not
\npurchased are to be registered in the name of, any persons other than the
\nregistered Holder(s), or if Debentures for which the Put Option is exercised are
\nregistered in the name of any person other than the person(s) signing this
\nPurchase Notice, the amount of any transfer taxes (whether imposed on the
\nregistered Holder(s) or such other person) payable on account of the transfer to
\nsuch other person will be deducted from the Purchase Price unless satisfactory
\nevidence of the payment of such taxes or an exemption therefrom is submitted.\n<\/p>\n

12. Important Tax Information<\/em>. Under U.S. federal income tax law, a
\nHolder that exercises the Put Option is required to provide the Depositary with
\nsuch Holder153s current taxpayer identification number (“TIN”) on a properly
\ncompleted Form W-9 (available at the IRS website at www.irs.gov) or,
\nalternatively, to establish another basis for an exemption from backup
\nwithholding. If such Holder is an individual, the TIN is his or her Social
\nSecurity number. If the Depositary is not provided with the correct TIN, the
\nHolder may be subject to a $50 penalty imposed by the Internal Revenue Service.
\nIn addition, any payment made to such Holder with respect to Debentures
\npurchased pursuant to the Put Option may be subject to 28% backup withholding.\n<\/p>\n

Certain Holders (including, among others, all corporations and certain
\nforeign individuals) are not subject to these backup withholding and reporting
\nrequirements. In order for a foreign individual to qualify as an exempt
\nrecipient, that Holder must submit to the Depositary a properly completed
\nInternal Revenue Service Form W-8 BEN (available at the IRS website at
\nwww.irs.gov), signed under penalties of perjury, attesting to that individual153s
\nexempt status.<\/p>\n

If backup withholding applies, the Paying Agent is required to withhold 28%
\nof any payment made to the Holder or other payee. Backup withholding is not an
\nadditional tax. Rather, the federal income tax liability of persons subject to
\nbackup withholding will be reduced by the amount of tax withheld. If withholding
\nresults in an overpayment of taxes, a refund may be obtained from the Internal
\nRevenue Service. The Paying Agent cannot refund amounts withheld by reason of
\nbackup withholding.<\/p>\n

Holders are encouraged to consult with their own tax advisors regarding
\ncompliance with the backup withholding rules.<\/p>\n

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