We are considering undertaking an Exchange Offer (as described below) with respect to the Existing Notes. If you are a
beneficial owner, or a representative acting on behalf of a beneficial owner, of Existing Notes that is
an Eligible Holder (as described below), please complete the attached Eligibility Certification and
return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Certification to receive
materials related to this transaction. If you are a beneficial owner of Existing Notes that is not an
Eligible Holder, please disregard this communication.
An "Eligible Holder" is a beneficial owner that certifies that it is either:
(a) a "Qualified Institutional Buyer," as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); or
(b) a person that is outside of the "United States" and is not a "U.S. Person," as those terms are defined in Rule 902 under the Securities Act.
The definitions of "Qualified Institutional Buyer," "United States," and "U.S. Person" are set forth in
Annex A.
This letter is neither an offer nor a solicitation of an offer with respect to the New Notes, nor does it create any obligations
whatsoever on the part of the Issuer Trust to make any offer or on the part of the recipient to participate if an offer is made.
The terms of the Exchange Offer, including the terms of the New Notes, will be set forth in a separate Offering Memorandum,
which Eligible Holders are encouraged to carefully read before deciding whether to participate in the Exchange Offer.
COMPLETED FORMS MUST BE E-MAILED TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AND EXCHANGE AGENT, AT MURANO@DFKING.COM.
You may direct any questions about the eligibility process to D.F. King & Co., Inc., at 28 Liberty Street, 53rd Floor, New York, NY 10005,
telephone: (646) 741-7227 (Bankers and Brokers), (800) 676-7437 (All Others, Toll-Free).
ANNEX A
"Qualified Institutional Buyer" means:
(1) Any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers,
that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are
not affiliated with the entity:
(a) Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the "Securities Act");
(b) Any investment company registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), or any business development company as defined
in Section 2(a)(48) of the Investment Company Act;
(c) Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958 or any Rural Business Investment Company as defined in section 384A of the
Consolidated Farm and Rural Development Act;
(d) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of
a state or its political subdivisions, for the benefit of its employees;
(e) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974,
as amended;
(f) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types
identified in subparagraph (1)(d) or (e) above, except trust funds that include as participants individual retirement
accounts or H.R. 10 plans;
(g) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended
(the "Investment Advisers Act");
(h) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation
(other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other
institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association
or equivalent institution), partnership, or Massachusetts or similar business trust;
(i) Any investment adviser registered under the Investment Advisers Act; and
(j) Any institutional accredited investor, as defined in rule 501(a) under the Securities Act, of a type not listed
in this definition in paragraphs (1)(a) through (i) or paragraphs (2) through (6) below.
(2) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), acting for its own account or the accounts of other Qualified
Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least US$10 million of securities
of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold
allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;
(3) Any dealer registered pursuant to Section 15 of the Exchange Act acting in a "riskless principal transaction" (as defined below) on behalf of a Qualified Institutional Buyer;
(4) Any investment company registered under the Investment Company Act, acting for its own account or for the
accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which own in
the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the
investment company or are part of such family of investment companies. "Family of investment companies" means
any two or more investment companies registered under the Investment Company Act, except for a unit investment
trust whose assets consist solely of shares of one or more registered investment companies, that have the same
investment adviser (or, in the case of unit investment trusts, the same depositor);
(5) Any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other Qualified Institutional Buyers; and
(6) Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution
as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent
institution, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns
and invests on a discretionary basis at least US$100 million in securities of issuers that are not affiliated with it and
that has an audited net worth of at least US$25 million as demonstrated in its latest annual financial statements, as of
a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan
association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association
or equivalent institution.
For purposes of the foregoing definition:
(1) In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the
following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations;
repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.
(2) The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such
securities, except where the entity reports its securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities has been published. In the latter event,
the securities may be valued at market for purposes of this section.
(3) In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities
owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance
with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the
direction of the entity, except that, unless the entity is a reporting company under Section 13 or Section 15(d) of the
Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary
that would be included in the consolidated financial statements of another enterprise.
(4) "Riskless principal transaction" means a transaction in which a dealer buys a security from any person and
makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another
dealer acting as riskless principal for a Qualified Institutional Buyer.
***
"U.S. Person" means:
(1) Any natural person resident in the United States;
(2) Any partnership or corporation organized or incorporated under the laws of the United States;
(3) Any estate of which any executor or administrator is a U.S. person;
(4) Any trust of which any trustee is a U.S. person;
(5) Any agency or branch of a foreign entity located in the United States;
(6) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
for the benefit or account of a U.S. person;
(7) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated, or (if an individual) resident in the United States; and
(8) Any partnership or corporation if:
(a) Organized or incorporated under the laws of any foreign jurisdiction; and
***
(b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the
Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)
under the Securities Act) who are not natural persons, estates or trusts.
The following are not "U.S. Persons":
(1) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of
a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident
in the United States;
(2) any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law;
(3) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a
U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust
(and no settlor if the trust is revocable) is a U.S. person;
(4) An employee benefit plan established and administered in accordance with the law of a country other than the
United States and customary practices and documentation of such country;
(5) Any agency or branch of a U.S. person located outside the United States if:
(a) The agency or branch operates for valid business reasons; and
(b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where located; and
(6) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies,
affiliates and pension plans and any other similar international organizations, their agencies, affiliates and pension plans.
***
"United States" means the United States of America, its territories and possessions, any State of the
United States, and the District of Columbia.
