Attached files
file | filename |
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8-K - FORM 8-K - NEWELL BRANDS INC. | c59583e8vk.htm |
EX-1.1 - EX-1.1 - NEWELL BRANDS INC. | c59583exv1w1.htm |
EX-5.1 - EX-5.1 - NEWELL BRANDS INC. | c59583exv5w1.htm |
Exhibit 4.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE DEPOSITARY) (55 WATER STREET, NEW YORK, NEW YORK), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATES IN DEFINITIVE
REGISTERED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (A) BY THE DEPOSITARY TO
A NOMINEE THEREOF OR (B) BY A NOMINEE THEREOF TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR (C) BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
SEE REVERSE FOR CERTAIN DEFINITIONS
NUMBER
|
$ | |||
REGISTERED
|
CUSIP 651229AK2 |
ISIN US651229AK27
NEWELL RUBBERMAID INC.
4.70% Notes due 2020
4.70% Notes due 2020
Newell Rubbermaid Inc., a corporation duly organized and existing under the laws of the State
of Delaware (herein referred to as the Company), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of DOLLARS ($ ) on August 15,
2020 and to pay interest, semi-annually in arrears on February 15 and August 15 of each year (each,
an Interest Payment Date), commencing February 15, 2011 on said principal sum at the rate of
4.70% per annum, from the most recent Interest Payment Date to which interest has been paid or, if
no interest has been paid, from August 10, 2010, until payment of said principal sum has been made.
The interest so payable on any Interest Payment Date will, subject to certain exceptions provided
in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this
Security is registered at the close of business on the February 1 or August 1, as the case may be
(each, a Record Date), next preceding such Interest Payment Date. The amount of interest payable
will be computed on the basis of a 360-day year of twelve 30-day months. The principal of and
interest on this Security are payable in such coin or currency of the United States of America as
at the time of payment is legal tender
for payment of public and private debts at the office or agency of the Company in the Place of
Payment, and at such other locations as the Company may from time to time designate. Any interest
not punctually paid or duly provided for shall be payable as provided in said Indenture.
Reference is made to the further provisions of this Security set forth on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though fully set forth at
this place.
Unless the certificate of authentication hereon has been executed by the Trustee by the manual
signature of one of its authorized officers, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.
[THIS SPACE INTENTIONALLY
LEFT BLANK]
LEFT BLANK]
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IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY EXECUTED UNDER ITS
CORPORATE SEAL.
Dated: August 10, 2010
NEWELL RUBBERMAID INC. |
||||
By: | ||||
Name: | Dale L. Metz | |||
Title: | Vice President, Treasurer | |||
[Corporate Seal] |
||||
Attest: | ||||
Name: | John K. Stipancich | |||
Title: | Corporate Secretary | |||
TRUSTEES CERTIFICATE OF
AUTHENTICATION
AUTHENTICATION
The Bank of New York Mellon Trust Company, N.A., as Trustee,
certifies that this is one of the Securities of
the series referred to in the
within-mentioned Indenture.
certifies that this is one of the Securities of
the series referred to in the
within-mentioned Indenture.
By: | ||||
Authorized Officer |
Dated: August 10, 2010
3
NEWELL RUBBERMAID INC.
4.70% Notes due 2020
4.70% Notes due 2020
This Security is one of a duly authorized issue of Securities of the Company designated as its
4.70% Notes due 2020 (Securities of such series being hereinafter called the Securities), limited
in initial aggregate principal amount to $ , issued under the senior indenture dated as of November
1, 1995, (hereinafter called the Indenture), between the Company (as successor to Newell Co.) and
The Bank of New York Mellon Trust Company, N.A. , formerly known as The Bank of New York Trust
Company, N.A. ( as successor to JPMorgan Chase Bank, formerly The Chase Manhattan Bank (National
Association)), as trustee (the Trustee, which term includes any successor trustee under the
Indenture with respect to the Securities of this series), to which Indenture reference is hereby
made for a statement of the respective rights thereunder of the Company, the Trustee and any Holder
of the Securities, and the terms upon which the Securities are, and are to be, authenticated and
delivered.
Except as otherwise provided in the Indenture, this Security will be issued in global form
only registered in the name of the Depositary or its nominee. This Security will not be issued in
definitive form, except as otherwise provided in the Indenture, and ownership of this Security
shall be maintained in book-entry form by the Depositary for the accounts of participating
organizations of the Depositary.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security at the times, place and rate, and in the coin and
currency, herein prescribed.
Securities will be redeemable in whole or in part, at the option of the Company at any time
and from time to time prior to maturity (any such date of redemption, the Redemption Date), on
not less than 30 or more than 60 days notice mailed to Holders thereof, at a redemption price (the
Redemption Price) equal to the greater of (a) 100% of the principal amount of the Securities
being redeemed on the Redemption Date and (b) the sum of the present values of the remaining
scheduled payments of principal and interest on the Securities being redeemed on that Redemption
Date (not including any portion of any payments of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis at the Treasury Rate (as defined below),
plus 30 basis points, as determined by a Reference Treasury Dealer (as defined below), plus, in the
case of both (a) and (b) above, accrued and unpaid interest on the Securities being redeemed to the
Redemption Date. Notwithstanding the foregoing, installments of interest on Securities that are
due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable
on the Interest Payment Date to the registered Holders as of the close of business on the relevant
regular Record Date. The Redemption Price will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. Once notice of redemption is mailed, the Securities called for
redemption will become due and payable on the Redemption Date and at the Redemption Price, plus
accrued and unpaid interest to the Redemption Date. The Securities will be redeemed in increments
of $1,000 and, if
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redeemed only in part, such that the principal amount that remains outstanding of any security
redeemed only in part equals $2,000 or an integral multiple of $1,000 in excess thereof .
Treasury Rate means, with respect to any Redemption Date, the rate per year equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
Comparable Treasury Issue means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.
Comparable Treasury Price means, with respect to any Redemption Date, (a) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (b) if the Company obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations, or (c) if only one Reference Treasury Dealer Quotation is received, such Quotation.
Reference Treasury Dealer means (a) Goldman, Sachs & Co. (or any affiliate of Goldman, Sachs
& Co. that is a Primary Treasury Dealer) and their respective successors, provided, however, that
if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York
City (a Primary Treasury Dealer), the Company shall substitute therefor another Primary Treasury
Dealer, and (b) any other Primary Treasury Dealer(s) selected by the Trustee after consultation
with the Company.
Reference Treasury Dealer Quotation means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. (New York City
time) on the third business day preceding such Redemption Date.
On and after the Redemption Date, interest will cease to accrue on the Securities, or any
portion of the Securities, called for redemption (unless the Company defaults in the payment of the
Redemption Price and accrued interest). On or before the Redemption Date, the Company will deposit
with a Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued
interest on the Securities to be redeemed on such date. If less than all the Securities are to be
redeemed, the Securities to be redeemed shall be selected by lot by DTC or, if the Securities are
not represented by a global security, by such method as the Trustee shall deem fair and
appropriate.
If a Change of Control Triggering Event occurs with respect to the Securities, unless the
Company has exercised its option to redeem the Securities as described above, the Company will be
required to make an offer (a Change of Control Offer) to each Holder of Securities to repurchase
all of that Holders Securities or any part of that Holders Securities
5
such that the principal amount that remains outstanding of any Security not repurchased in
full equals $2,000 or an integral multiple of $1,000 in excess thereof. In a Change of Control
Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate
principal amount of the Securities repurchased, plus accrued and unpaid interest, if any, on the
Securities repurchased to the date of repurchase (a Change of Control Payment).
Within 30 days following any Change of Control Triggering Event or, at the Companys option,
prior to any Change of Control, but after public announcement of the transaction that constitutes
or may constitute the Change of Control, a notice will be mailed to Holders of the Securities
describing the transaction that constitutes or may constitute the Change of Control Triggering
Event and offering to repurchase such Securities on the date specified in the notice, which date
will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a
Change of Control Payment Date). The notice will, if mailed prior to the date of consummation of
the Change of Control, state that the Change of Control Offer is conditioned on the Change of
Control Triggering Event occurring on or prior to the Change of Control Payment Date.
In order to accept the Change of Control Offer, the Holder must deliver to the Paying Agent,
at least three Business Days prior to the Change of Control Payment Date, this Security together
with the form entitled Election Form (which form is annexed hereto) duly completed, or a
telegram, telex, facsimile transmission or a letter from a member of a national securities
exchange, or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust
company in the United States setting forth:
(i) | the name of the Holder of this Security; | ||
(ii) | the principal amount of this Security; | ||
(iii) | the principal amount of this Security to be repurchased; | ||
(iv) | the certificate number or a description of the tenor and terms of this Security; | ||
(v) | a statement that the Holder is accepting the Change of Control Offer; and | ||
(vi) | a guarantee that this Security, together with the form entitled Election Form duly completed, will be received by the Paying Agent at least three Business Days prior to the Change of Control Payment Date. |
Any exercise by a Holder of its election to accept the Change of Control Offer shall be
irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount
of this Security, but in that event the principal amount of this Security remaining outstanding
after repurchase must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.
Upon the Change of Control Payment Date, the Company will, to the extent lawful: (a) accept
for payment all Securities or portions of Securities properly tendered and not withdrawn pursuant
to the Change of Control Offer; (b) deposit with the Paying Agent an
6
amount equal to the Change of Control Payment in respect of all Securities or portions of the
Securities properly tendered; and (c) deliver or cause to be delivered to the Trustee the
Securities properly accepted together with an Officers Certificate stating the aggregate principal
amount of Securities or portions of Securities being repurchased.
The Company will not be required to make a Change of Control Offer upon the occurrence of a
Change of Control Triggering Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company and the third
party repurchases all Securities properly tendered and not withdrawn under its offer. In addition,
the Company will not repurchase any Securities if there has occurred and is continuing on the
Change of Control Payment Date an Event of Default under the Indenture, other than a Default in the
payment of the Change of Control Payment upon a Change of Control Triggering Event.
The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended (the Exchange Act), and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control Triggering Event. To the extent that the provisions
of any securities laws or regulations conflict with the Change of Control Offer provisions
contained herein, the Company will comply with those securities laws and regulations and will not
be deemed to have breached its obligations under the Change of Control Offer provisions contained
herein by virtue of any such conflict.
For purposes of the Change of Control Offer provisions, the following terms will be
applicable:
Change of Control means the occurrence of any of the following: (1) the direct or indirect
sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the
Companys assets and the assets of its subsidiaries, taken as a whole, to any person, other than
the Company or one of its subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any person becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the Companys outstanding Voting Stock or other Voting Stock into
which the Companys Voting Stock is reclassified, consolidated, exchanged or changed measured by
voting power rather than number of shares; (3) the Company consolidates with, or merges with or
into, any person, or any person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which any of the Companys outstanding Voting Stock or the
Voting Stock of such other person is converted into or exchanged for cash, securities or other
property, other than any such transaction where the shares of the Companys Voting Stock
outstanding immediately prior to such transaction constitute, or are converted into or exchanged
for, a majority of the Voting Stock of the surviving person or any direct or indirect parent
company of the surviving person, immediately after giving effect to such transaction; (4) the first
day on which a majority of the members of the Companys Board of Directors are not Continuing
Directors; or (5) the adoption of a plan relating to the Companys liquidation or dissolution.
7
Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control
under clause (2) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a
holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the holders of the
Companys Voting Stock immediately prior to that transaction or (B) immediately following that
transaction no person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such
holding company. The term person, as used in this definition, has the meaning given thereto in
Section 13(d)(3) of the Exchange Act.
Change of Control Triggering Event means the occurrence of both a Change of Control and a
Rating Event.
Continuing Directors means, as of any date of determination, any member of the Companys
Board of Directors who (1) was a member of such Board of Directors on the date the Securities were
issued or (2) was nominated for election, elected or appointed to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a specific vote or by approval of
the Companys proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).
Fitch means Fitch Inc., and its successors.
Investment Grade Rating means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, a rating equal to or higher than Baa3 (or the equivalent) by Moodys and a rating equal to
or higher than BBB- (or the equivalent) by S&P, and a rating equal to or higher than the equivalent
investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by
the Company.
Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its
successors.
Rating Agencies means (1) each of Fitch, Moodys and S&P and (2) if any of Fitch, Moodys or
S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available
for reasons outside of the Companys control, a nationally recognized statistical rating
organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company (as certified by a resolution of the Companys Board of Directors) as a replacement agency
for Fitch, Moodys or S&P, or all of them, as the case may be.
Rating Event means, that on any day during the period (the Trigger Period) commencing 60
days prior to the first public announcement by the Company of any Change of Control (or pending
Change of Control) and ending 60 days following consummation of such Change of Control (which
Trigger Period will be extended following consummation of a Change of Control for so long as any of
the Rating Agencies has publicly announced that it is considering a possible ratings change), the
Securities cease to have an Investment Grade Rating from at least two of the three Rating Agencies.
Unless at least two of the three Rating Agencies are providing a rating for the Securities at the
commencement of any Trigger Period, the
8
Securities will be deemed to have ceased to have an Investment Grade Rating from at least two
of the three Rating Agencies during that Trigger Period.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.
Voting Stock means, with respect to any specified person (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.
As provided in the Indenture and subject to certain limitations therein set forth, this
Security may be registered for transfer on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the Company in the Place of
Payment, and at such other locations as the Company may from time to time designate, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or the Holders attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities are issuable only as Registered Securities without coupons in the denominations
of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture, and
subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate
principal amount of Securities of different authorized denominations, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of this Security, the Company, the
Trustee, the Security Registrar, the Paying Agent and any agent of any one thereof may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or
not this Security be overdue, and neither the Company, the Trustee, the Security Registrar, the
Paying Agent nor any such agent shall be affected by notice to the contrary.
The Company may from time to time, without notice to or the consent of the registered Holders
of the Securities, create and issue further Securities ranking equally and ratably with the
Securities in all respects (or in all respects except for the payment of interest accruing prior to
the issue date of such further Securities or except for the first payment of interest following the
issue date of such further Securities), so that such further Securities shall be consolidated and
form a single series with the Securities and shall have the same terms as to status, redemption or
otherwise as the Securities.
If an Event of Default, as defined in the Indenture, with respect to the Securities shall
occur, the principal of all the Securities may be declared due and payable in the manner and with
the effect provided in the Indenture.
9
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company with respect to the Securities and
the rights of the Holders of the Securities under the Indenture at any time by the Company with the
consent of the Holders of not less than a majority in aggregate principal amount of the Securities
at the time Outstanding. The Indenture also contains provisions permitting the Holders of not less
than a majority in principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof whether or not a notation of such consent or waiver is
made upon this Security.
No recourse shall be had for the payment of the principal of or the interest on this Security,
or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
The Company at its option, subject to the terms and conditions contained in the Indenture, (a)
will be discharged from any and all obligations in respect of the Securities (except for certain
obligations to register the transfer and exchange of such Securities, to replace mutilated,
destroyed, lost or stolen Securities, to compensate, reimburse and indemnify the Trustee, to
maintain an office or agency with respect to the Securities and to hold moneys for payment in
trust) or (b) may omit to comply with certain restrictive covenants contained in the Indenture, in
each case upon irrevocable deposit with the Trustee in trust of money or U.S. government securities
(as described in the Indenture) or a combination thereof, which through the payment of interest and
principal in respect thereof in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such Securities on the Stated Maturity of
such principal or interest.
This Security shall be governed and construed in accordance with the internal laws of the
State of New York, without regard to its conflicts of law principles.
Except as otherwise defined herein, all terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Customary abbreviations may be used in the name of a Holder of Securities or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act). Additional abbreviations may also be used though not in the above list.
10
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address
including postal zip code of assignee)
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
Attorney to transfer said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
NOTICE: The signature to this | ||
assignment must correspond with | ||
the name as written upon the | ||
face of the within instrument | ||
in every particular, without | ||
alteration or enlargement or | ||
any change whatever. |
ELECTION FORM
TO BE COMPLETED ONLY IF THE HOLDER
ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER
ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER
The undersigned hereby irrevocably requests and instructs the Company to repurchase the within
Security (or the portion thereof specified below), pursuant to its terms, on the Change of Control
Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified
in the within Security, to the undersigned, , at (please
print or typewrite name and address of the undersigned).
For this election to accept the Change of Control Offer to be effective, the Company must
receive, at the address of the Paying Agent set forth below or at such other place or places of
which the Company shall from time to time notify the Holder of the within Security, either (i) the
within Security with this Election Form form duly completed, or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or the Financial Industry
Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting
forth (a) the name of the Holder of the Security, (b) the principal amount of the Security, (c) the
principal amount of the Security to be repurchased, (d) the certificate number or description of
the tenor and terms of the Security, (e) a statement that the option to elect repurchase is being
exercised, and (f) a guarantee stating that the Security to be repurchased, together with this
Election Form duly completed will be received by the Paying Agent three Business Days prior to
the Change of Control Payment Date. The address of the Paying Agent is The Bank of New York Mellon
Trust Company, N.A., c/o The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286.
If less than the entire principal amount of the within Security is to be repurchased, specify
the portion thereof (which principal amount must be an integral multiple of $1,000 and such that
the principal amount not being repurchased is $2,000 or an integral multiple of $1,000 in excess
thereof) which the Holder elects to have repurchased: $ .
2