Trade Date: | June 3, 2002 |
Transaction I: | |
Option Type: | Call |
Seller: | Citigroup. |
Buyer: | Counterparty. |
Strike Price: | Tranche Price. |
Premium: | As provided in Exhibit A. |
Transaction II: | |
Option Type: | Put |
Seller: | Counterparty. |
Buyer: | Citigroup. |
Strike Price: | Tranche Price. |
Premium: | As provided in Exhibit A. |
Transaction I and Transaction II: | |
Option Style: | European. |
Shares: | Common Stock of Energizer Holdings, Inc. (Ticker "ENR"). |
Exchange: | New York Stock Exchange. |
Related Exchange: | The relevant futures and options exchange with respect to the Shares. |
Calculation Agent: | Citigroup shall make all calculations in respect of this Confirmation. All such calculations shall be conclusive absent manifest error. |
USD: | The lawful currency of the United States of America. |
Multiple Exercise: | Inapplicable. |
Clearance System: | Depository Trust Company. |
Number of Options: | The Number of Shares. |
Number of Shares: | The sum of all the Shares purchased on each Tranche Date. |
Tranche Date: | A day in which Citigroup acquires shares for hedging purposes in connection with this Confirmation, where prior to each Tranche Date, Counterparty shall provide to Citigroup a Put/Call Order Specification for each such Tranche Date. WHERE: "Put/Call Order Specification" means a written instruction, substantially in the form of Exhibit B hereto, irrevocable by the Counterparty specifying the details for such Tranche Date and shall include: the number of Shares applicable to a Tranche Date, a maximum Tranche Price (as defined below) (or a formula or algorithm for determining the number of Shares per Tranche Date and corresponding Tranche Price). |
Tranche Price: | On any Tranche Date, a price per Share as reported to Counterparty on Exhibit A hereto. |
Prepaid Premium Payment: | In relation to a Tranche Date, an amount equal to net of the Premium for the Call and the Premium of the Put which shall equal the product of (a) the Tranche Price on such Tranche Date, and (b) the Number of Options for such Tranche Date. |
Commission: | For any Tranche Date, the product of $.03 and the Number of Shares for such Tranche Date. |
Prepaid Premium Payment Date: | The date three Currency Business days following each Tranche Date, and the date on which the Prepaid Premium Payment and the Commission shall be paid. |
Time Weighted Prepaid Premium: | The sum of each of the products of (a) the Prepaid Premium Payment for each Tranche Date, and (b) for each such Tranche Date, the number of calendar days from and including the related Prepaid Premium Payment Date to but not including the Delivery Date, divided by (c) the number of calendar days from and including the first Prepaid Premium Payment Date to but not including the Delivery Date. |
Delivery Date: | September 30, 2004. |
Carry Percentage | 0.30% per annum. |
Strike Price Adjustment: | An amount, equal to (i) the product of (A) the Carry Percentage, (B) the Time Weighted Prepaid Premium, and (C) the result of (x) the number of calendar days beginning with and including the first Prepaid Premium Payment Date to, but not including, the Delivery Date, divided by (y) 360, less (ii) Dividends Paid. |
Dividends : | The sum of (i) all dividends paid on the aggregate number of Shares subject to this Confirmation during the period beginning with the Trade Date and ending on the Delivery Date and (ii) the Present Value of all dividends declared but not yet paid for which the ex-dividend date has occurred during the period beginning with the Trade Date and ending on the Delivery Date and for which the payment date occurs after the term of this Transaction. "Present Value" means the USD amount of any dividends declared discounted from the anticipated payment date of such dividends to the Delivery Date by dividing such amount by the sum of (i) One (1) and (ii) the product of (a) the actual number of days from and including the Delivery Date through but not including the dividend payment date divided by 360 an d (b) multiplied by LIBOR. Provided that for any Delivery Date which is also a Tranche Date for which the Number of Shares is greater than or equal to the Number of Shares for the coinciding Delivery Date, then for the purposes of computing the Dividends related to such Delivery Date, the calculation of Present Value shall not apply. |
Valuation Time: | At the close of trading in respect of regular trading hours on the Exchange, without regard to extended trading hours on the Exchange, if any. |
Valuation Date: | Expiration Date |
Market Disruption Event: | The occurrence or existence on any Exchange Business Day of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in (i) the Shares on the Exchange or (ii) any options contracts or futures contracts relating to the Shares on any Related Exchange if, in any such case, that suspension or limitation is, in the reasonable determination of the Calculation Agent, material. The Calculation Agent shall as soon as reasonably practicable under the circumstances notify the other party of the existence of a Market Disruption Event on any day that but for the occurrence or existence of a Market Disruption Event would have been a Valuation Date or a Pricing Date. |
Potential Adjustment Events: | For purposes of this Confirmation, Sections 9.1(e)(iv) and (v) of the Definitions shall be deleted in their entirety. |
Method of Adjustment: | Calculation Agent Adjustment |
Consequences of Merger Events: |
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Options Exchange: | Chicago Board Options Exchange |
Nationalization or Insolvency: | Negotiated Close-out |
Procedure for Exercise: | |
Expiration Time: | Valuation Time. |
Expiration Date: | Three Currency Business Days prior to the Delivery Date (or if such date is not an Exchange Business Day, the next following Exchange Business Day). |
Automatic Exercise: | Each Option will be deemed to be automatically exercised at the Expiration Time on the Expiration Date |
In-the-Money: | Means, notwithstanding the provisions in the Definitions, in the case of a Call, that the Reference Price is greater than the Strike Price by at least $0.01 per Share, and in the case of a Put, that the Reference Price is less than the Strike Price by at least $0.01 per Share. |
Reference Price: | The closing price of a Share, as reported by the Exchange, at the Expiration Time on the Expiration Date. |
Cash Settlement: | Applicable |
Cash Settlement Amount: | Notwithstanding the Definitions, the Cash Settlement Amount shall be a net amount of the Cash Settlement Amounts for both Options and shall equal (i) the product of (A) the Number of Shares and (B) the Final Price, minus (ii) the Strike Price Adjustment. If positive, the Cash Settlement Amount will be paid to Counterparty by Citigroup; if negative, the absolute value of the Cash Settlement Amount will be paid to Citigroup by Counterparty. Payment of the Cash Settlement Amount shall be made in USD, by the appropriate party by the close of business on the Delivery Date. |
Final Price: | The average of the volume weighted average prices for the Shares on the Exchange as reported by Bloomberg, L.P. on each of the Pricing Dates less an amount equal to $.10 per Share as determined by the Calculation Agent. |
Pricing Period: | The Pricing Period shall be the Valuation Date and the 9 preceding Exchange Business Days (each such date, a "Pricing Date"). If there is a Market Disruption Event on a Pricing Date, then, the provisions of Section 4.2(a) of the Definitions shall apply for purposes of determining the Pricing Date as if each Pricing Date were a Valuation Date; provided, however, if the application of Section 4.2 would require that a Pricing Date occur on or after the Valuation Date then the Calculation Agent shall determine the Relevant Price for such Pricing Date which shall be its good faith estimate of the Relevant Price for the Shares that would have prevailed on such day but for the Market Disruption Event. |
4.EarlyUnwind | |
EarlyUnwind: | With five (5) Business Days notice, Counterparty may notify Citigroup of its desire to effect a settlement (an "Early Unwind") with respect to any portion or all of the Number of Shares as specified in such notice, by declaring such day a Pricing Date. Upon receipt of such notice Citigroup shall determine the number of Exchange Business Days in the Pricing Period and the Valuation Date with respect to such Number of Shares. For purposes of settlement of an Early Unwind, the settlement provisions above shall apply; provided, however, that the Number of Shares in the calculation of the Strike Price Adjustment shall be the number of shares subject to Early Unwind. |
(e) Accredited Investor. It is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and it is acquiring its interest in the Transaction for its own account, and not with a view to distribution, assignment or resale to others or fractionalization in whole or in part. It understands that the Transaction has not and will not be registered under the Securities Act.
(i) Citigroup undertakes to use their reasonable efforts to satisfy the conditions of SEC Rule 10b-18 (the "Rule") in their purchase of any Shares.
Payments to Citigroup: | Citibank, N.A. ABA# 021000089 Account # 00027633 |
Payments to Counterparty: | Bank of America, N.A. ABA# 121 000 358 Acct. # 12331-33027 |
Citigroup: | 390 Greenwich Street New York, NY 10013 Telephone: 212-723-7355 Facsimile: 212-723-8328 Contact: Bill Ortner |
Counterparty: | 533 Maryville University Drive St. Louis, MO 63141 Telephone: 314-985-2087 Facsimile: 314-985-2220 Contact: William Fox |
Tranche Date | Premium of the Call | Premium of the Put | Prepaid Premium Date | Number of Shares | Tranche Price | Citigroup # |
FORM OF PUT/CALL ORDER SPECIFICATION
Title: