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: Provident Funding Associates, L.P. & PFG Finance Corp.
c/o D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call: (800) 769-7666 (Toll Free)
Attention: Kristian Klein
Email: provident@dfking.com
By Facsimile (For eligible institutions only): (212) 709-3328
Confirmation: (212) 232-3233

Ladies and Gentlemen:

The undersigned acknowledges receipt of your Eligibility Letter dated July 18, 2024 (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 Provident Funding Associates, L.P. and PFG Finance Corp. (the “Issuers”) as follows:

(1)   it is the beneficial owner (a “Holder”), or is acting on behalf of a Holder, of the 6.375% Senior Notes due June 15, 2025 (CUSIPs: 74387UAJ0 (Rule 144A) and U74337AD5 (Reg S)) issued by the Issuer (the “Old Notes”) in the amount(s) set forth on the signature page hereto; and

(2)   The undersigned is, or in the event that the undersigned is acting on behalf of a beneficial owner (or a person who is considering becoming a beneficial owner) of Old Notes, the undersigned has received a written certification from such beneficial owner (or such person who is considering becoming a beneficial owner) (dated as of a specific date on or since the close of such beneficial owner’s (or such person who is considering becoming a beneficial owner’s) most recent fiscal year) to the effect that such beneficial owner (or such person who is considering becoming a beneficial owner) is, one of the following (as indicated with a checkmark):

 
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 Issuers 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 Issuers to make any offer or on the part of the undersigned to participate if an offer is made. The undersigned understands that tenders of the Old Notes must be made in principal amounts equal to the minimum authorized denomination of the Old Notes ($2,000) and integral multiples in excess of such minimum authorized denominations ($1,000). The undersigned understands that the Issuers retain the right to request any additional documentation from Holders tendering Old Notes to consummate the Exchange Offer. In the event a Holder does not deliver such additional requested information or documentation, prior to the relevant date as specified by the Issuers, the Issuers reserve 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 Offer and the Consent Solicitation.

AGGREGATE PRINCIPAL AMOUNT OF THE OLD NOTES BEING TENDERED BY SIGNATORY

6.375% Senior Notes due 2025

Amount Tendered



DTC Participant Number

 


Rule 144A:
74387UAJ0 / US74387UAJ07

 



Reg S:
U74337AD5 / USU74337AD56



The undersigned agrees (1) not to copy or reproduce any part of any materials related to the Exchange Offer and the Consent Solicitation 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 Offer and Consent Solicitation 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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