EX-99.3 3 a2218002zex-99_3.htm EX-99.3

Exhibit 99.3

LETTER OF TRANSMITTAL

MYLAN INC.

OFFER TO EXCHANGE

$500 million aggregate principal amount of 1.800% Senior Notes due 2016
CUSIP #628530AZ0, ISIN #US628530AZ06
CUSIP #U62472AG7, ISIN #USU62472AG79
in exchange for $500 million aggregate principal amount of 1.800% Senior Notes
due 2016 which have been registered under the Securities Act of 1933, as amended,
and
$650 million aggregate principal amount of 2.600% Senior Notes due 2018
CUSIP #628530BA4, ISIN #US628530BA46
CUSIP #U62472AH5, ISIN #USU62472AH52
in exchange for $650 million aggregate principal amount of 2.600% Senior Notes
due 2018 which have been registered under the Securities Act of 1933, as amended.

PURSUANT TO THE PROSPECTUS
DATED                                    , 2014

 
        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON FEBRUARY     , 2014 (THE "EXPIRATION DATE"), UNLESS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
 

Delivery to:
The Bank of New York Mellon, exchange agent

By Registered or Certified Mail, Overnight Delivery after
4:30 p.m. (New York City time) on the Expiration Date:
The Bank of New York Mellon
Corporate Trust Operations
Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Dacia Brown-Jones

For Information Call:
(315) 414-3349

For Facsimile Transmission (for Eligible Institutions only):
(732) 667-9408

Confirm by Telephone:
(800) 254-2826

        DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.


        The undersigned acknowledges that he or she has received the prospectus, dated                        , 2014 (the "Prospectus"), of Mylan Inc., a Pennsylvania corporation (the "Company"), and this Letter of Transmittal (the "Letter"), which together constitute the Company's offer (the "exchange offer") to exchange (1) an aggregate principal amount of up to $500,000,000 of its 1.800% Senior Notes due 2016 which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "2016 Exchange Bonds") for a like principal amount at maturity of the Company's issued and outstanding 1.800% Senior Notes due 2016 (the "2016 Restricted Bonds") and (2) an aggregate principal amount of up to $650,000,000 of its 2.600% Senior Notes due 2018 which have been registered under the Securities Act (the "2018 Exchange Bonds" and, together with the 2016 Exchange Bonds, the "Exchange Bonds") for a like principal amount at maturity of the Company's issued and outstanding 2.600% Senior Notes due 2018 (the "2018 Restricted Bonds" and, together with the 2016 Restricted Bonds, the "Restricted Bonds") from the registered holders thereof. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

        For each Restricted Bond accepted for exchange, the holder of such Restricted Bond will receive an Exchange Bond of the applicable series having a principal amount equal to the principal amount at maturity of the surrendered Restricted Bond. The Exchange Bonds will bear interest from the most recent date to which interest has been paid on the Restricted Bonds, or if no interest has been paid, from the date of original issuance. Accordingly, registered holders of Exchange Bonds on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the Restricted Bonds. The Restricted Bonds accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of Restricted Bonds whose Restricted Bonds are accepted for exchange will not receive any payment in respect of accrued interest on such Restricted Bonds otherwise payable on any interest payment date the record date for which occurs on or after the consummation of the exchange offer.

        This Letter is to be completed by a holder of Restricted Bonds either if certificates for such Restricted Bonds are to be forwarded herewith or if a tender is to be made by book-entry transfer to the account maintained by the exchange agent at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The exchange offer—Book-Entry Transfers" section of the Prospectus and an agent's message is not delivered.

        HOLDERS OF RESTRICTED BONDS WHO HAVE PREVIOUSLY VALIDLY DELIVERED A LETTER OF TRANSMITTAL IN CONJUNCTION WITH A VALID TENDER OF RESTRICTED BONDS FOR EXCHANGE PURSUANT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER" ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION TO RECEIVE EXCHANGE BONDS. HOLDERS OF RESTRICTED BONDS WHO HAVE PREVIOUSLY VALIDLY TENDERED RESTRICTED BONDS FOR EXCHANGE OR WHO VALIDLY TENDER RESTRICTED BONDS FOR EXCHANGE IN ACCORDANCE WITH THIS LETTER MAY WITHDRAW ANY RESTRICTED BONDS SO TENDERED AT ANY TIME PRIOR TO THE EXPIRATION DATE. SEE THE PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER" FOR A MORE COMPLETE DESCRIPTION OF THE TENDER AND WITHDRAWAL PROVISIONS.

        Tenders by book-entry transfer also may be made by delivering an agent's message in lieu of this Letter. The term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation (as defined below), which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by this Letter. The term "book-entry confirmation" means a timely confirmation of a book-entry transfer of Restricted Bonds into the exchange agent's account at DTC.

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    Delivery of documents to DTC does not constitute delivery to the exchange agent.

        The method of delivery of Restricted Bonds, Letters and all other required documents are at the election and risk of the holders. If such delivery is by mail it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Letters or Restricted Bonds should be sent to the Company.

        The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the exchange offer.

        List below the Restricted Bonds to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount at maturity of Restricted Bonds should be listed on a separate signed schedule affixed hereto.


 
DESCRIPTION OF RESTRICTED BONDS

 
Type
  Names(s) and Address(es) of
Registered Holder(s)

  1
Certificate
Number(s)*

  2
Aggregate
Principal Amount
Represented

  3
Principal Amount
Tendered**


 
2016 Restricted Bonds      

              

              

             


    
2018 Restricted Bonds      

              

             

              

            Total:        

 
  *   Need not be completed if Restricted Bonds are being tendered by book-entry transfer.

**

 

Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Restricted Bonds represented by the Restricted Bonds indicated in column 2. See Instruction 2. Restricted Bonds tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000. See Instruction 1.

 

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o
CHECK HERE IF TENDERED RESTRICTED BONDS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution    
   
 

        Account Number       Transaction Code Number    
   
 
     
 

        By crediting the Restricted Bonds to the exchange agent's account at DTC using the Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the exchange offer, including transmitting to the exchange agent an agent's message in which the holder of the Restricted Bonds acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in DTC confirms on behalf of itself and the beneficial owners of such Restricted Bonds all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter to the exchange agent.

o
CHECK HERE IF TENDERED RESTRICTED BONDS ARE ENCLOSED HEREWITH.

o
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:    
   
 

        Address:    
   
 

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Bonds. If the undersigned is a broker-dealer that will receive Exchange Bonds for its own account in exchange for Restricted Bonds, it represents that the Restricted Bonds to be exchanged for Exchange Bonds were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Bonds; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Restricted Bonds indicated above. Subject to, and effective upon, the acceptance for exchange of the Restricted Bonds tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Restricted Bonds as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Restricted Bonds, with full power of substitution, among other things, to cause the Restricted Bonds to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Restricted Bonds, and to acquire Exchange Bonds issuable upon the exchange of such tendered Restricted Bonds, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Bonds acquired in exchange for Restricted Bonds tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Bonds, whether or not such person is the undersigned, that neither the holder of such Restricted Bonds nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such Exchange Bonds and that neither the Holder of such Restricted Bonds nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company.

        The undersigned acknowledges that this exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the Exchange Bonds to be issued pursuant to the exchange offer in exchange for the Restricted Bonds may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such Exchange Bonds are acquired in the ordinary course of such holders' business, such holders are not holding any Restricted Bonds that have the status of, or are reasonably likely to have the status of, an unsold allotment in the initial offering, and such holders have no arrangement with any person to participate in the distribution of such Exchange Bonds. However, the staff of the SEC has not considered the exchange offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Bonds and has no arrangement or understanding to participate in a distribution of Exchange Bonds. If any holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Bonds to be acquired pursuant to the exchange offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Bonds for its own account in exchange for Restricted Bonds, it represents that the Restricted Bonds to be exchanged for the Exchange Bonds were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Bonds; however, by so acknowledging and by delivering a prospectus meeting the

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requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Restricted Bonds tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the Prospectus.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the Exchange Bonds (and, if applicable, substitute certificates representing Restricted Bonds for any Restricted Bonds not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Restricted Bonds, please credit the Exchange Bonds to be issued to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Exchange Bonds (and, if applicable, substitute certificates representing Restricted Bonds for any Restricted Bonds not exchanged) to the undersigned at the address shown above in the box entitled "Description of Restricted Bonds."

        THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF RESTRICTED BONDS" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE RESTRICTED BONDS AS SET FORTH IN SUCH BOX ABOVE.

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    SPECIAL ISSUANCE INSTRUCTIONS
    (See Instructions 3 and 4)

    To be completed ONLY if certificates for Restricted Bonds not exchanged and/or Exchange Bonds are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Restricted Bonds delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

    Issue Exchange Bonds and/or Restricted Bonds to:

Name(s):    

(Please Type or Print)

E1N/SSN:

 

  


Address:

 

 


 

 

 
  


  

(Including Zip Code)

 

 

 
(Complete Enclosed IRS Form W-9)

o   Credit unexchanged Restricted Bonds delivered by book-entry transfer to DTC account set forth below.


 
(Book-Entry Transfer Facility Account Number, if applicable)


    SPECIAL DELIVERY INSTRUCTIONS
    (See Instructions 3 and 4)

    To be completed ONLY if certificates for Restricted Bonds not exchanged and/or Exchange Bonds are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled "Description of Restricted Bonds" on this Letter above.

    Mail Exchange Bonds and/or Restricted Bonds to:

Name(s)    

(Please Type or Print)

 

 

 
  

(Please Type or Print)

Address:

 

 


 

 

 
  


 

 

 
  

(Including Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR RESTRICTED BONDS OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

        PLEASE READ THIS ENTIRE LETTER CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

        IN ORDER TO VALIDLY TENDER RESTRICTED BONDS FOR EXCHANGE, HOLDERS OF RESTRICTED BONDS MUST COMPLETE, EXECUTE AND DELIVER THIS LETTER OR AN AGENT'S MESSAGE IN LIEU THEREOF.

        Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

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    PLEASE SIGN HERE
    (To be Completed by All Tendering Holders)
    (Complete Enclosed IRS Form W-9 Below)

  

  ,       
  , 2014

 

 

 

 

 

 

 

 

 
 

  ,       
  , 2014
(SIGNATURE(S) OF OWNER)       (DATE)    

Area Code and Telephone No.:    

                This Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Restricted Bonds hereby tendered or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements any documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):    

(Please Type or Print)

Capacity:

 

  


Address:

 

 


 

 

  


 

 

  

(Including Zip Code)

    Principal place of business (if different from address listed above):

Address:    


 

 

  


 

 

  

(Including Zip Code)

Area Code and Telephone No.:    

Taxpayer Identification or Social Security Nos.:    

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed by An Eligible Institution:    

(Authorized Signature)

Title:     

Name and Firm:     

Dated:     

  , 2014    

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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer to Exchange

$500 million aggregate principal amount of 1.800% Senior Notes due 2016
for $500 million aggregate principal amount of 1.800% Senior Notes
due 2016 which have been registered under the Securities Act of 1933, as amended,

and

$650 million aggregate principal amount of 2.600% Senior Notes due 2018
in exchange for $650 million aggregate principal amount of 2.600% Senior Notes
due 2018 which have been registered under the Securities Act of 1933, as amended.

Pursuant to the Prospectus
Dated                                                         , 2014

1.     DELIVERY OF THIS LETTER AND NOTES.

        This Letter is to be completed by holders of Restricted Bonds either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer—Book-Entry Transfers" section of the Prospectus and an agent's message is not delivered. Tenders by book-entry transfer also may be made by delivering an agent's message in lieu of this Letter. The term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by this Letter. Certificates for all physically tendered Restricted Bonds, or book-entry confirmation evidencing the tender of Restricted Bonds, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof or agent's message in lieu thereof) and any other documents required by this Letter, must be received by the exchange agent at the address set forth herein prior to the Expiration Date. Restricted Bonds tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000.

        The method of delivery of this Letter, the Restricted Bonds and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the exchange agent. If this Letter, the Restricted Bonds and any such other documents are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date.

        See "The Exchange Offer" section of the Prospectus.

2.     PARTIAL TENDERS (NOT APPLICABLE TO NOTE HOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER).

        If less than all of the Restricted Bonds evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Restricted Bonds to be tendered in the box above entitled "Description of Restricted Bonds—Principal Amount at Maturity Tendered." A reissued certificate representing the balance of non-tendered Restricted Bonds will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Restricted Bonds delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

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3.     SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

        If this Letter is signed by the holder of the Restricted Bonds tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC's security position listing as the holder of such Restricted Bonds without any change whatsoever.

        If any tendered Restricted Bonds are owned of record by two or more joint owners, all of such owners must sign this Letter.

        If any tendered Restricted Bonds are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

        When this Letter is signed by the registered holder or holders of the Restricted Bonds specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Bonds are to be issued, or any untendered or unexchanged Restricted Bonds are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by a participant in a securities transfer association recognized signature program.

        If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

        If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

        Endorsements on certificates for Restricted Bonds or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm which is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "Eligible Institution").

        Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Restricted Bonds are tendered: (i) by a registered holder of Restricted Bonds (which term, for purposes of the exchange offer, includes any participant in DTC's system whose name appears on a security position listing as the holder of such Restricted Bonds) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in this Letter, or (ii) for the account of an Eligible Institution.

4.     SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

        Tendering holders of Restricted Bonds should indicate in the applicable box the name and address to which Exchange Bonds issued pursuant to the exchange offer and/or in which substitute certificates evidencing Restricted Bonds not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Holders tendering Restricted Bonds by book-entry transfer may request that Restricted Bonds not exchanged be credited to such account maintained at DTC as such note holder may designate hereon. If no such instructions are given, such Restricted Bonds not exchanged will be returned either to the name and address of the person signing this Letter or the account of DTC from which they were tendered.

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5.     TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.

        U.S. federal income tax law generally requires that the exchange agent (as payor) must have a correct Taxpayer Identification Number (a "TIN") for each tendering holder whose Restricted Bonds are accepted for exchange. In the case of a holder who is an individual, the TIN is generally such holder's social security number. If the exchange agent has not already been provided, or is not provided with, the correct TIN or an adequate basis for an exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service ("IRS") and backup withholding at the applicable rate, currently 28%, upon the amount of any reportable payments made after the exchange to such tendering holder. If withholding results in an overpayment of taxes, a refund may be obtained.

        To prevent backup withholding, each tendering holder that has not already provided the exchange agent with a correct TIN must provide such holder's correct TIN by completing the enclosed IRS Form W-9 set forth herein, or an appropriate IRS Form W-8, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified the holder that such holder is no longer subject to backup withholding.

        If the holder does not have a TIN, such holder should consult the instructions in the enclosed IRS Form W-9 for information on applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of the enclosed IRS Form W-9, and sign and date the enclosed IRS Form W-9. If the holder does not provide such holder's TIN to the exchange agent within 60 days, backup withholding will begin and continue until such holder furnishes such holder's TIN to the exchange agent. Note: Writing "Applied For" on the form means that the holder has already applied for a TIN or that such holder intends to apply for one in the near future.

        If the Restricted Bonds are held in more than one name or are not in the name of the actual owner, consult the instructions in the enclosed IRS Form W-9 for information on which TIN to report.

        Certain tendering holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt holders should indicate their exempt status on the enclosed IRS Form W-9. See the instructions in the enclosed IRS Form W-9 for additional information. A foreign person may qualify as an exempt recipient by submitting to the exchange agent an appropriate and properly completed IRS Form W-8, signed under penalties of perjury, attesting to that holder's exempt status. An appropriate IRS Form W-8 can be obtained from the exchange agent or the IRS website at http://www.irs.gov.

6.     TRANSFER TAXES.

        The Company will pay all transfer taxes, if any, applicable to the transfer of Restricted Bonds to it or its order pursuant to the exchange offer. If, however, Exchange Bonds and/or substitute Restricted Bonds not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Restricted Bonds tendered hereby, or if tendered Restricted Bonds are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Restricted Bonds to the Company or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Restricted Bonds specified in this Letter.

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7.     WAIVER OF CONDITIONS.

        The Company reserves the right (in its reasonable discretion) to waive satisfaction of any or all conditions enumerated in the Prospectus or in this Letter.

8.     NO CONDITIONAL TENDERS; DEFECTS.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Restricted Bonds, by execution of this Letter or an agent's message in lieu thereof, shall waive any right to receive notice of the acceptance of their Restricted Bonds for exchange.

        Neither the Company nor the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Restricted Bonds, nor shall any of them incur any liability for failure to give any such notice.

9.     MUTILATED, LOST, STOLEN OR DESTROYED RESTRICTED BONDS.

        Any holder whose Restricted Bonds have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated above for further instructions.

10.   WITHDRAWAL RIGHTS.

        Tenders of Restricted Bonds may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

        For a withdrawal of a tender of Restricted Bonds to be effective, notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date. Any written notice of withdrawal must (i) specify the name of the person having tendered the Restricted Bonds to be withdrawn (the "Depositor"), (ii) identify the Restricted Bonds to be withdrawn (including certificate number or numbers and the principal amount at maturity of such Restricted Bonds), (iii) contain a statement that such holder is withdrawing such holder's election to have such Restricted Bonds exchanged, (iv) be signed by the holder in the same manner as the original signature on the Letter by which such Restricted Bonds were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Restricted Bonds register the transfer of such Restricted Bonds in the name of the person withdrawing the tender and (v) specify the name in which such Restricted Bonds are registered, if different from that of the Depositor. If Restricted Bonds have been tendered pursuant to the procedure for book-entry transfer set forth in "The Exchange Offer—Book-Entry Transfers" section of the Prospectus, the exchange agent must receive a valid withdrawal request through the Automated Tender Offer Program system from the tendering DTC participant before the expiration date, which must include the VOI number of the tender to be withdrawn and the name of the ultimate beneficial owner of the related Restricted Bonds. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company (which power may be delegated to the exchange agent), whose determination shall be final and binding on all parties. Any Restricted Bonds so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and no Exchange Bonds will be issued with respect thereto unless the Restricted Bonds so withdrawn are validly re-tendered. Any Restricted Bonds that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Restricted Bonds tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry transfer procedures set forth in "The Exchange Offer—Book-Entry Transfers" section of the Prospectus, such Restricted Bonds will be credited to an account maintained with DTC for the Restricted Bonds) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Restricted Bonds may be re-tendered by following the

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procedures described above at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

11.   REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter and other related documents may be directed to the exchange agent, at the address and telephone number indicated above.

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        Manually signed copies of the Letter will be accepted. The Letter and any other required documents should be sent or delivered by each holder or such holder's broker, dealer commercial bank or other nominee to the exchange agent at one of the addresses set forth below.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon

By Registered or Certified Mail, Overnight Delivery after
4:30 p.m. (New York City time) on the Expiration Date:

The Bank of New York Mellon
Corporate Trust Operations
Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Dacia Brown-Jones

For Information Call:
(315) 414-3349

For Facsimile Transmission (for Eligible Institutions only):
(732) 667-9408

Confirm by Telephone:
(800) 254-2826