ELIGIBILITY FOR EXCHANGE OFFER AND RELATED CONSENT SOLICITATION BOTH PAGES OF THIS RESPONSE LETTER MUST BE COMPLETED AND RETURNED EITHER BY EMAIL OR ON-LINE, AS INSTRUCTED BELOW
To: Park River Holdings, Inc. c/o D.F. King & Co., Inc. 28 Liberty Street, 53th Floor New York, NY 10005 Toll Free: (917) 740-7310 Toll: (212) 257-2639 Email: primesource@dfking.com, with a reference to Park River Holdings in the subject line
Ladies and Gentlemen:
The undersigned acknowledges receipt of your Eligibility Letter dated September 18, 2025 (the Letter). Capitalized terms used and not defined herein shall have the meanings set forth in the Letter.
The undersigned hereby represents and warrants to Park River Holdings, Inc. (the Issuer) as follows:
i. it is the beneficial owner (a Holder), or is acting on behalf of a Holder, of the 5.625% Senior Notes due February 1, 2029 (CUSIPs: 70082LAA5 (Rule 144A) and U7024LA5 (Reg S)) (the 5.625% Notes) and/or the 6.750% Senior Notes due August 1, 2029 (CUSIPs: 70082LAB3 (Rule 144A) and U7024LAB3 (Reg S)) (the 6.750% Notes and, together with the 5.625% Notes, the Old Notes) in the amount(s) set forth on the signature page hereto; and
a Qualified Institutional Buyer, as defined in the Letter, as such term is defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act); or a person that is outside of the United States and not a U.S. Person, as those terms are defined in Rule 902 of Regulation S under the Securities Act, and (if resident in Canada) a non-U.S. qualified offeree.
The undersigned understands that it is providing the information contained in this Response Letter to the Issuer solely for purposes of the Issuers consideration of a transaction with respect to the Old Notes. It does not create any obligations whatsoever on the part of the Issuer to make any offer or on the part of the undersigned to participate if an offer is made. The undersigned understands and agrees that if it elects to participate in the Exchange Offers and related Consent Solicitations it must tender all of the Old Notes of each series it holds. The undersigned understands that partial tenders of Old Notes will not be accepted. The undersigned understands that the Issuer retains the right to request any additional documentation from Holders tendering Old Notes to consummate the Exchange Offers. In the event a Holder does not deliver such additional requested information or documentation, prior to the relevant date as specified by the Issuer, the Issuer reserves the right to not accept such Old Notes, which could result in the rejection of all tenders of all Old Notes tendered and Consents delivered by such Holder pursuant to the Exchange Offers and the Consent Solicitations.
AGGREGATE PRINCIPAL AMOUNT OF THE OLD NOTES HELD BY SIGNATORY
Series
CUSIP
Amount
DTC Participant Number
5.625% Senior Notes due 2029
Rule 144A: 70082L AA5 / US70082LAA52 Reg S: U7024L AA5 / USU7024LAA53
6.750% Senior Notes due 2029
Rule 144A: 70082L AB3 / US70082LAB36 Reg S: U7024L AB3 / USU7024LAB37
The undersigned agrees (1) not to copy or reproduce any part of any materials related to the Exchange Offers and the Consent Solicitations received in connection with any transaction the Issuer may undertake or have undertaken, (2) not to distribute or disclose any part of such materials related to the Exchange Offers and Consent Solicitations or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned Holder on whose behalf the undersigned is acting and (3) to notify the Issuer if any of the representations the undersigned makes in this Response Letter ceases to be correct.
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