Faroy SA

LETTER RELATING TO FAROY S.A.

To beneficial owners, or authorized representatives acting on behalf of beneficial owners, of the following notes issued by Faroy S.A.:

 

Title of Security

ISIN/CUSIP

Original Principal Amount

Outstanding Principal Amount


Step-up Senior Secured Note Due 2033


Reg S
P3R92Y AB8 / USP3R92YAB88


US$12,849,467


US$11,628,766

Faroy S.A. (“Faroy”) has announced that it is offering to exchange (the “Exchange Offer”) the above-listed note (the “Existing Note”) of certain Eligible Holders (as defined below) for a new note of Faroy (the “New Note”). If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of the Existing Note that is an “Eligible Holder,” please complete the attached Eligibility Letter and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Letter or submit it on the next page. If you are a beneficial owner of the Existing Note that is not an Eligible Holder, you may not participate in the Exchange Offer, and you should not complete the attached Eligibility Letter.

An “Eligible Holder” is a beneficial owner of Notes that certifies that it is a person outside the United States who is:

(i) not a “U.S. person” (as defined in Rule 902(k) under the under the Securities Act of 1933, as amended (the “Securities Act”)); and

(ii) not acting for the account or benefit of a U.S. person; and

(iii) whose receipt and review of the terms of the invitation and participation in the Exchange Offer is otherwise permitted under the laws and regulations of any jurisdiction applicable to them.

The definition of “U.S. person” is set forth in Annex A.

I am an "Eligible Holder"

I am not an "Eligible Holder"

Please submit your responses as soon as possible in order to allow sufficient time for you to review and submit the relevant paperwork to participate in the Exchange Offer. If you do not submit a valid Eligibility Letter, you will not be entitled to receive any documents or materials relating to the Exchange Offer.

This letter neither is an offer nor a solicitation of an offer with respect to the Existing Note nor creates any obligations whatsoever on the part of Faroy to make any offer or on the part of the recipient to participate if an offer is made.

You may direct any questions to D.F. King & Co., Inc., Attn: Michael Horthman, at 48 Wall Street, New York, New York 10005, telephone number: (800) 249-7148 (toll free).

Very truly yours,

FAROY S.A.

 


ANNEX A

“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:

(a) 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

(b) 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.