AGREEMENT TO TRANSFER AND LETTER OF TRANSMITTAL to Tender Units of Limited Partnership Interests of REFCO PUBLIC COMMODITY POOL, L.P. Pursuant to the Offer to Purchase dated June 21, 2010 by RCP TENDERCO LLC
to
Tender
Units of Limited Partnership Interests
of
REFCO
PUBLIC COMMODITY POOL, L.P.
Pursuant to the Offer to Purchase
dated June 21, 2010
by
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THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY
TIME, ON TUESDAY, JULY
20, 2010, UNLESS THE OFFER IS
EXTENDED.
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The Tender Agent for the Offer
is:
X.X.
Xxxx & Co., Inc.
By First Class
Mail, by Certified or Express Delivery, or by Hand:
X.X. Xxxx
& Co., Inc.
00 Xxxx
Xxxxxx – 00xx
Xxxxx
Xxx Xxxx,
XX 00000
Attn:
Xxxxx Xxxxxx
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By Facsimile (for Eligible
Institutions only):
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Confirm Receipt of Facsimile
by Telephone:
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(000)
000-0000
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(000)
000-0000
Attn:
Xxxxx Xxxxxx
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Delivery of this Agreement to Transfer and
Letter of Transmittal
other than as set forth
above will not
constitute a valid delivery to the Tender Agent. You must sign this document in the appropriate space provided below, and complete the Substitute
Form W-9 (or
Substitute Form W-8, as applicable). The instructions contained
herein should be read carefully before this
Letter of Transmittal is completed.
Subject
to and effective upon acceptance for payment, the undersigned (“Seller”) hereby
sells, assigns, transfers and delivers, and irrevocably directs any custodian or
trustee to sell, assign, transfer and deliver (“Transfer”) to RCP TenderCo LLC,
a Delaware limited liability company (“Purchaser”), all of Seller’s right, title
and interest in Seller’s Class 1 units (including
Class 1-O units) and/or Class 2 units of limited partnership interests
(the “Units”) of Refco Public Commodity Pool, L.P., a Delaware limited
partnership (the “Partnership”), at the cash purchase price of $120.00 per Unit,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated June 21, 2010, as it may be
supplemented or amended (the “Offer to Purchase”) and this Agreement to Transfer
and Letter of Transmittal, as it may be supplemented or amended (the “Letter of
Transmittal”, which together with the Offer to Purchase, constitutes the
“Offer”). Such Transfer shall include, without limitation, all rights in, and
claims to, any Partnership profits and losses, cash or other distributions,
legal claims, settlements and awards, voting rights and other benefits of any
nature whatsoever distributable or allocable to Seller’s tendered Units.
Purchaser
will pay a pro-rated amount for fractional Units, rounded to the nearest
$0.01.
Seller
hereby irrevocably appoints Purchaser and its designees, and each of them, as
Seller’s agents, attorneys-in-fact and proxies, with full power of substitution,
to the full extent of Seller’s rights with respect to the Units tendered that
Purchaser accepts for payment and with respect to any and all other Units and
other securities, rights or property issued or issuable in respect of those
Units on or after the date of the Offer to Purchase, to execute and deliver in
the name and on behalf of Seller any and all instruments or documents the
Partnership, its General Partner or its liquidating trustee may request in order
to complete the Transfer (including without limitation any additional agreement
of transfer, representation and warranty, indemnity, confirmation of intention
to sell Units, or other forms required by the Partnership, its General Partner
or its liquidating trustee); to revoke and withdraw all prior tenders of Units,
to direct any custodian or trustee holding record title to the Units to do any
of the foregoing, including the execution and delivery of a copy of this Letter
of Transmittal, and upon payment by Purchaser of the purchase price, to receive
all benefits and distributions, endorse Partnership checks payable to Seller and
otherwise exercise all
rights of
beneficial ownership of such Units; and to vote, inspect Partnership books and
records, change the address of record of tendered Units, or act in such manner
as any such attorney-in-fact shall, in its discretion, deem proper with respect
to such Units. Such powers of attorney and proxies are irrevocable and coupled
with an interest in the tendered Units. Purchaser shall not be required to post
bond of any nature in connection with any such powers of attorney. This
appointment will be effective when, and only to the extent that, Purchaser
accepts Seller’s Units for payment in accordance with the terms of the Offer.
Purchaser’s obligation to purchase and pay for tendered Units is subject to
certain conditions as described in Section 14 of the Offer to Purchase entitled
“Conditions of the Offer.” Upon acceptance for payment, all prior powers of
attorney, proxies and consents given by Seller with respect to such Units and
such other securities or rights will be revoked without further action, and no
subsequent powers of attorney and proxies may be given nor any subsequent
written consents executed by Seller (and, if given or executed, will not be
deemed effective).
Without
limitation, in the event that on or after the date the Offer is commenced
the Partnership makes a dividend or distribution, including a liquidating
distribution, of cash, securities (including additional Units) or other property
or assets prior to the time that the Units that Purchaser purchases in the Offer
are transferred to Purchaser or its designee of record, Seller irrevocably
appoints Purchaser’s designees as Sellers agents and attorneys-in-fact, to
direct the Partnership to transfer to Purchaser or its designee all such cash,
securities or other property or assets received in respect of the Units tendered
by Seller and accepted for payment by Purchaser in the Offer.
Seller
hereby represents and warrants to Purchaser that Seller owns all Units tendered
pursuant to the Offer. Seller further represents and warrants to Purchaser that
Seller has full power and authority to validly sell, assign, transfer and
deliver such Units and such other securities, rights or property to Purchaser,
and that when any such Units are accepted for payment by Purchaser, Purchaser
will acquire good and marketable title thereto, free and clear of all claims,
options, restrictions, charges, encumbrances or other interests. If the
undersigned is signing on behalf of an entity, the undersigned declares that he
or she has authority to sign this document on behalf of such
entity.
All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity or liquidation of Seller and any obligations of Seller shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned. Upon request, Seller will execute and deliver, and irrevocably
directs any custodian to execute and deliver, any additional documents deemed by
Purchaser to be necessary or desirable to complete the Transfer.
With
respect to all Units of Seller accepted by Purchaser for payment in the Offer,
(i) Seller requests that Purchaser become a substitute limited partner of the
Partnership; and (ii) Seller instructs the Partnership, its General Partner
and its liquidating trustee to immediately change the address of Seller’s
account to Purchaser’s address. Seller agrees that the Partnership, its General
Partner and its liquidating trustee shall have no liability to Seller for
immediately making the address change or for transferring to Purchaser or
its designees the Units subject to this Letter of
Transmittal.
Purchaser agrees that, upon completion and recording of the Transfer,
Purchaser will accept all of the terms and conditions of the Amended and
Restated Limited Partnership Agreement of the Partnership, dated as of July 1,
2005.
All
questions as to the validity, form, eligibility (including time of receipt) and
acceptance of this Letter of Transmittal will be determined by Purchaser, and
such determination will be final and binding. Purchaser’s interpretation of the
terms and conditions of the Offer (including this Letter of Transmittal) will
also be final and binding. Purchaser will have the right to waive any defects or
conditions as to the manner of tendering. Any defects in connection with
tenders, unless waived, must be cured within such time as Purchaser will
determine. This Letter of Transmittal will not be valid until all defects have
been cured or waived.
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DESCRIPTION
OF UNITS TENDERED
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Name(s)
and Address(es) of Registered Holder(s)
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Number
of Units Tendered*
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Class
1 Units:
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Class 1-O Units:
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Class
2 Units:
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Total
Units:
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*
Unless otherwise indicated, it will be assumed that all Units held by such
Unit Holder are being tendered
hereby.
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2
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SPECIAL
PAYMENT INSTRUCTIONS
(See
Instructions 1, 4, 5 and
6)
To
be completed ONLY if the check for the purchase price of Units to be
tendered is to be issued in the name of someone other than the
undersigned.
Issue
Check to:
Name: ____________________________________________________________________________________________________________
(PLEASE
PRINT)
Address:
__________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
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(CITY)
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(STATE)
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(ZIP
CODE)
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______________________________________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY
NUMBER)
(SEE
SUBSTITUTE FORM W-9 HEREIN OR APPROPRIATE IRS FORM W-8, AS
APPLICABLE)
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SPECIAL
DELIVERY INSTRUCTIONS
(See Instructions 1,
4, 5 and
6)
To
be completed ONLY if the check for the purchase price of Units purchased
is to be mailed to someone other than the undersigned, or the undersigned
at an address other than that shown under “Description of
Units Tendered”.
Mail
Check to:
Name: ___________________________________________________________________________________________________________
(PLEASE
PRINT)
Address:
__________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
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(CITY)
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(STATE)
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(ZIP
CODE)
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______________________________________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY
NUMBER)
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3
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IMPORTANT
UNIT HOLDERS: SIGN HERE
(Please Complete Accompanying
Substitute Form W-9 or Appropriate IRS Form W-8, as Applicable)
Date:
____________________
_________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
(SIGNATURE(S)
OF HOLDER(S))
(MUST
BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON THE
BOOKS AND RECORDS OF THE PARTNERSHIP. IF SIGNATURE IS BY A TRUSTEE,
EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A
CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION AND SEE
INSTRUCTION 4.)
NAME(S): ________________________________________________________________________________________________________
(PLEASE
PRINT)
CAPACITY
(FULL
TITLE): ____________________________________________________________________________________________
ADDRESS: ________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
___________________________________________________________________________________________________
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(CITY)
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(STATE)
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(ZIP
CODE)
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DAYTIME
AREA CODE AND TELEPHONE NO.:
_______________________________________________________
TAXPAYER
IDENTIFICATION
OR
SOCIAL SECURITY NO.:
_________________________________________________________________________
(SEE SUBSTITUTE FORM
W-9 HEREIN OR APPROPRIATE IRS FORM W-8, AS APPLICABLE)
GUARANTEE
OF SIGNATURE(S)
(See Instructions 1 and
4)
FOR
USE BY FINANCIAL INSTITUTIONS ONLY
PLACE MEDALLION GUARANTEE IN SPACE
BELOW
NAME(S): ________________________________________________________________________________________________________
NAME
OF FIRM: ___________________________________________________________________________________________________
CAPACITY
(FULL
TITLE): ____________________________________________________________________________________________
ADDRESS: ________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
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(CITY)
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(STATE)
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(ZIP
CODE)
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DAYTIME
AREA CODE AND TELEPHONE NO.:
________________________________________________________
DATED:
__________________,
2010
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4
INSTRUCTIONS
FORMING
PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. All
signatures on this Letter of Transmittal must be guaranteed by a firm which is a
member of the Security Transfer Agent Medallion Signature Program, or by any
other “eligible guarantor institution”, as such term is defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended (each of the
foregoing being an “Eligible Institution”) unless (i) this Letter of Transmittal
is signed by the registered Unit Holder(s) (which term, for purposes of this
document, shall include any party whose name appears on the books and records of
the Partnership (or its agent for transfer of Units) as the owner of Units)
tendered hereby and such holder(s) has (have) not completed the box entitled
“Special Payment Instructions” or “Special Delivery Instructions” or (ii) such
Units are tendered for the account of an Eligible Institution. See Instruction
4.
2. Delivery of Letter of
Transmittal. This Letter of Transmittal is to be used if tenders are to
be made pursuant to the procedure set forth in Section 3 of the Offer to
Purchase. A properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) and any other documents required by this
Letter of Transmittal must be received by the Tender Agent at its address set
forth below prior to the Expiration Date (as defined in the Offer to
Purchase).
THE
METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNIT HOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE TENDER AGENT. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No
alternative, conditional or contingent tenders will be accepted. By execution of
this Letter of Transmittal (or a manually signed facsimile hereof), all
tendering Unit Holders waive any right to receive any notice of the acceptance
of their Units for payment, except as may be set forth in the Offer to
Purchase.
3. Partial Tenders. If fewer
than all Units held by a Unit Holder are to be tendered hereby, fill in the
number of Units that are to be tendered in the box entitled “Number of Units
Tendered”.
4. Signatures on Letter of Transmittal;
Endorsements. If this Letter of Transmittal is signed by the registered
Unit Holder(s) of Units tendered hereby, the signature(s) must correspond with
the name(s) as written on the face of this Letter of Transmittal without
alteration, enlargement or any other change whatsoever.
If any
Units tendered hereby are held of record by two or more persons, all such
persons must sign this Letter of Transmittal.
If any
Units tendered hereby are registered in different names, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of such Units.
If this
Letter of Transmittal is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of such person’s authority so to act
must be submitted.
5. Stock Transfer Taxes. Except
as otherwise provided in this Instruction 5, Purchaser will pay or cause to be
paid any stock transfer taxes with respect to the sale and transfer of any Units
to it, or its order, pursuant to the Offer. If, however, payment of the purchase
price of any Units purchased is to be made to any person other than the
registered holder(s), the amount of any stock transfer taxes (whether imposed on
the registered holder(s), or such other person, or otherwise) payable on account
of the transfer to such other person will be deducted from the purchase price of
such Units purchased, unless evidence satisfactory to Purchaser of the payment
of such taxes, or exemption therefrom, is submitted.
6. Special Payment and Delivery
Instructions. If a check for the purchase price of any Units tendered
hereby is to be issued in the name of a person other than the person(s) signing
this Letter of Transmittal or if such check is to be sent to a person other than
the xxxxxx of this Letter of Transmittal or to the person(s) signing this Letter
of Transmittal but at an address other than that shown in the box entitled
“Description of Units Tendered” on the reverse hereof, the appropriate boxes
herein must be completed.
7. Questions and Requests for
Assistance or Additional Copies. Questions or requests for assistance may
be directed to the Information Agent at its address and telephone numbers set
forth on the back page of this Letter of Transmittal. Requests for additional
copies of the Offer to Purchase, this Letter of Transmittal and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9 may be directed to the Information Agent,
5
and
copies will be furnished promptly at Purchaser’s expense. Unit Holders may also
contact their brokers, dealers, commercial banks, trust companies or other
nominees for assistance concerning the Offer.
8. Substitute Form W-9; Form
W-8. Each tendering U.S. Unit Holder (or other payee) is required to
provide the Tender Agent with a correct Taxpayer Identification Number (“TIN”)
and certain other information on Substitute Form W-9, which is provided under
“Important Tax Information” below, and to certify, under penalty of perjury,
that (i) such number is correct, (ii) such Unit Holder is not subject to backup
withholding of U.S. federal income tax and (iii) such Unit Holder is a U.S.
person. If a tendering U.S. Unit Holder has been notified by the U.S. Internal
Revenue Service (“IRS”) that such Unit Holder is subject to backup withholding,
such Unit Holder must cross out item (2) of Part 3 of the Certification box of
the Substitute Form W-9, unless such Unit Holder has since been notified by the
IRS that such Unit Holder is no longer subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the
tendering U.S. Unit Holder (or other payee) to a $50 penalty and backup
withholding of U.S. federal income tax at a 28% rate on the payment of the
purchase price of all Units purchased from such Unit Holder. If the tendering
U.S. Unit Holder has not been issued a TIN and has applied for one or intends to
apply for one in the near future, such Unit Holder should write “Applied For” in
the space provided for the TIN in Part I of the Substitute Form W-9, and sign
and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number. If “Applied For” is written in Part I and the Tender
Agent is not provided with a TIN within 60 days, the Tender Agent will withhold
28% on all payments of the purchase price to such Unit Holder until a TIN is
provided to the Tender Agent.
A
non-U.S. Holder will be subject to backup withholding unless such Holder submits
the appropriate IRS Form W-8 (Form W-8BEN, Form W-8ECI, or Form W-8IMY),
properly completed and signed under penalty of perjury, certifying its non-U.S.
status prior to the time payment is made. The applicable Form W-8 can be
obtained from the IRS website (xxxx://xxx.xxx.xxx) or can be requested from the
Tender Agent. Non-U.S. Unit Holders are encouraged to consult their tax advisors
regarding the application of U.S. federal income tax withholding, including
eligibility for a withholding tax reduction or exemption.
IMPORTANT:
THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND
ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE TENDER AGENT PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT
TAX INFORMATION
To
ensure compliance with IRS Circular 230, Unit Holders are hereby notified that
any discussion of tax matters set forth in this Letter of Transmittal was
written in connection with the promotion or marketing of the transactions or
matters addressed herein and was not intended or written to be used, and cannot
be used by any person, for the purpose of avoiding tax-related penalties under
federal, state or local tax law. Each Unit Holder should seek advice based on
its particular circumstances from an independent tax advisor.
Under
U.S. federal income tax law, a U.S. Unit Holder whose tendered Units are
accepted for payment is required to provide the Tender Agent (as payer) with
such Unit Holder’s correct TIN on Substitute Form W-9 provided herewith or
otherwise establish a basis for exemption from backup withholding tax. If such
Unit Holder is an individual, the TIN generally is such Unit Holder’s social
security number. If the Tender Agent is not provided with the correct TIN, the
Unit Holder may be subject to a $50 penalty imposed by the IRS and payments that
are made to such Unit Holder (or other payee) with respect to Units purchased
pursuant to the Offer may be subject to backup withholding of 28%. In addition,
if a Unit Holder makes a false statement that results in no imposition of backup
withholding, and there was no reasonable basis for making such statement, a $500
penalty may also be imposed by the IRS.
Certain
Unit Holders (including, among others, corporations and certain non-U.S.
persons) are not subject to these backup withholding and reporting requirements.
In order for a non-U.S. person to qualify as an exempt recipient, such person
must submit a properly completed IRS Form W-8BEN (or other applicable form),
signed under penalties of perjury, attesting to such Unit Holder’s foreign
status. The applicable IRS Form W-8 can be obtained from the Tender Agent or
from the IRS website (xxxx://xxx.xxx.xxx). See the enclosed “Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9” for
additional instructions. Each Unit Holder should consult his or her tax advisor
as to such Unit Holder’s qualification for exemption from backup withholding and
the procedure for obtaining such exemption.
6
If backup
withholding applies, the Tender Agent is required to withhold 28% of any
payments made to the Unit Holder or other payee. Backup withholding is not an
additional tax. Rather, the U.S. federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS, provided that the required information is timely furnished to the
IRS.
Purpose
of Substitute Form W-9 and Form W-8
To
prevent backup withholding on payments that are made to a Unit Holder with
respect to Units purchased pursuant to the Offer, each U.S. Unit Holder is
required to notify the Tender Agent of such Unit Holder’s correct TIN by
completing the Substitute Form W-9 herein certifying that (a) the TIN provided
on Substitute Form W-9 is correct (or that such Unit Holder is awaiting a TIN),
and (b)(i) such Unit Holder has not been notified by the IRS that such Unit
Holder is subject to backup withholding as a result of a failure to report all
interest or dividends or (ii) the IRS has notified such Unit Holder that such
Unit Holder is no longer subject to backup withholding. A foreign person must
complete an appropriate IRS Form W-8BEN, signed under penalties of perjury,
attesting to such Unit Holder’s foreign status, in order to prevent backup
withholding on payments made with respect to the Units.
What
Number to Give the Tender Agent
Each
tendering Unit Holder is required to give the Tender Agent the TIN (e.g., social
security number or employer identification number) of the record holder of Units
tendered hereby. If Units are held in more than one name or are not held in the
name of the actual owner, consult the enclosed “Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9” for additional guidance
on which number to report. If the tendering Unit Holder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, the Unit Holder should write “Applied For” in the space provided for the
TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form
W-9 and the Certificate of Awaiting Taxpayer Identification Number. If “Applied
For” is written in Part I and the Tender Agent is not provided with a TIN within
60 days, the Tender Agent will withhold 28% of all payments of the purchase
price to such Unit Holder until a TIN is provided to the Tender
Agent.
7
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PAYER’S
NAME:
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SUBSTITUTE
Form
W-9
Department
of the Treasury
Internal
Revenue Service
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Name
(as shown on your income tax return):
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Business
Name, if different from above:
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Check
appropriate box:
¨ Individual/Sole
Proprietor ¨
Corporation ¨
Partnership
¨ Other
____________________ ¨ Limited Liability
Company
Enter
the tax classification (D=disregarded entity, C=corporation,
P=partnership)
Address
_________________________________________________________________
City,
State, and ZIP Code
_________________________________________________________________
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Payer’s
Request for Taxpayer Identification Number (“TIN”) and
Certification
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PART 1 — Taxpayer
Identification Number — Please provide your TIN in the box at right and
certify by signing and dating below. If awaiting TIN, write “Applied
For.”
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_________________________
Social
Security Number
_________________________
Employer
Identification Number
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PART 2 — For Payees
Exempt from Backup Withholding — Check the box if you are NOT subject to
backup withholding ¨
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PART
3 — Certification — Under penalties of perjury, I certify
that:
(1)
The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
(2)
I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding,
and
(3)
I am a U.S. person (including a U.S. resident alien).
Certification
Instructions — You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax
return. However, if after being notified by the IRS that you were subject
to backup withholding you received another notification from the IRS that
you are no longer subject to backup withholding, do not cross out item
2.
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The
IRS does not require your consent to any provision of this document other
than the certifications required to avoid backup withholding.
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SIGNATURE
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DATE
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NOTE: FAILURE
TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
NOTE: YOU MUST
COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN THE APPROPRIATE
LINE IN PART 1 OF THIS SUBSTITUTE FORM W-9.
8
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CERTIFICATE
OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I
CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER
HAS NOT BEEN ISSUED TO ME AND THAT EITHER (1) I HAVE MAILED OR DELIVERED
AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE
APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY
ADMINISTRATION OFFICE OR (2) I INTEND TO MAIL OR DELIVER AN APPLICATION IN
THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER
IDENTIFICATION NUMBER TO THE TENDER AGENT WITHIN 60 DAYS, 28% OF ALL
REPORTABLE PAYMENTS MADE TO ME THEREAFTER WILL BE WITHHELD UNTIL I PROVIDE
A NUMBER.
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Signature:
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Date:
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9
Facsimiles of the Letter of
Transmittal, properly completed and duly signed, will be accepted. The Letter of
Transmittal and any other required documents should be sent or delivered by each
Unit Holder or such Unit Holder’s broker, dealer, commercial bank, trust company
or other nominee to the Tender Agent at its addresses or to the facsimile number
set forth below.
The
Information Agent for the Offer is:
X.X.
Xxxx & Co., Inc.
00 Xxxx
Xxxxxx – 22nd
Floor
New York,
NY 10005
Banks and
brokers call: (000) 000-0000
All
others call toll free: (000) 000-0000
E-mail:
xxxxx@xxxxxx.xxx
