Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4 Registration Statement HTML 1.06M
5: EX-3.10 By-Laws of Arcelormittal Usa Incoal Inc. HTML 67K
6: EX-3.11 Certificate of Incorporation of Arcelormittal HTML 44K
Minorca Mine Inc.
7: EX-3.12 By-Laws of Arcelormittal Minorca Mine Inc. HTML 56K
8: EX-3.13 Certificate of Incorporation of Arcelormittal HTML 44K
Service Inc.
9: EX-3.14 By-Laws of Arcelormittal Service Inc. HTML 57K
10: EX-3.15 Certificate of Incorporation of Arcelormittal HTML 40K
Cleveland Inc.
11: EX-3.16 By-Laws of Arcelormittal Cleveland Inc. HTML 62K
12: EX-3.17 Certificate of Incorporation of Arcelormittal HTML 41K
Weirton Inc.
13: EX-3.18 By-Laws of Arcelormittal Weirton Inc. HTML 66K
14: EX-3.19 Certificate of Incorporation of Arcelormittal HTML 37K
Hennepin Inc.
2: EX-3.2 Certificate of Formation HTML 31K
15: EX-3.20 By-Laws of Arcelormittal Hennepin Inc. HTML 63K
16: EX-3.21 Certificate of Formation of Arcelormittal Indiana HTML 33K
Harbor LLC
17: EX-3.22 Limited Liability Company Agreement HTML 52K
18: EX-3.23 Certificate of Incorporation of Arcelormittal HTML 40K
Warren Inc.
19: EX-3.24 By-Laws of Arcelormittal Warren Inc. HTML 62K
20: EX-3.25 Certificate of Incorporation of Arcelormittal HTML 41K
Riverdale Inc.
21: EX-3.26 By-Laws of Arcelormittal Riverdale Inc. HTML 66K
22: EX-3.27 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Venture Inc.
23: EX-3.28 By-Laws of Mittal Steel Usa - Venture Inc. HTML 66K
24: EX-3.29 Certificate of Formation of Arcelormittal Plate HTML 34K
LLC
3: EX-3.3 Limited Liability Company Operating Agreement HTML 54K
25: EX-3.30 Limited Liability Company Operating Agreement HTML 87K
26: EX-3.31 Certificate of Formation of Isg Sparrows Point LLC HTML 31K
27: EX-3.32 Limited Liability Company Operating Agreement HTML 86K
28: EX-3.33 Certificate of Formation of Arcelormittal Steelton HTML 34K
LLC
29: EX-3.34 Limited Liability Company Operating Agreement HTML 85K
30: EX-3.35 Certificate of Formation of Arcelormittal HTML 34K
Lackawanna LLC
31: EX-3.36 Limited Liability Company Operating Agreement HTML 81K
32: EX-3.37 Certificate of Formation of Arcelormittal Burns HTML 34K
Harbor LLC
33: EX-3.38 Limited Liability Company Operating Agreement HTML 81K
34: EX-3.39 Certificate of Formation of Arcelormittal Columbus HTML 34K
LLC
35: EX-3.40 Limited Liability Company Operating Agreement HTML 87K
36: EX-3.41 Certificate of Incorporation of Arcelormittal HTML 36K
Georgetown Inc.
37: EX-3.42 By-Laws of Arcelormittal Georgetown Inc. HTML 66K
38: EX-3.43 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Railways Inc.
39: EX-3.44 By-Laws of Mittal Steel Usa - Railways Inc. HTML 66K
40: EX-3.45 Certificate of Incorporation of Arceloemittal HTML 35K
Hibbing Inc.
41: EX-3.46 By-Laws of Arcelormittal Hibbing Inc. HTML 66K
42: EX-3.47 Articles of Incorporation of Hibbing Taconite HTML 45K
Holding Inc.
43: EX-3.48 By-Laws of Hibbing Taconite Holding Inc. HTML 66K
44: EX-3.49 Certificate of Incorporation of Isg Acquisition HTML 33K
Inc.
45: EX-3.50 By-Laws of Isg Acquisition Inc. HTML 66K
46: EX-3.51 Certificate of Incorporation of Arcelormittal Real HTML 35K
Estate Inc.
47: EX-3.52 By-Laws of Arcelormittal Real Estate Inc. HTML 66K
48: EX-3.53 Certificate of Incorporation of Arcelormittal Tow HTML 37K
Path Valley Business Park Development
Company
49: EX-3.54 By-Laws of Arcelormittal Tow Path Valley Business HTML 62K
Park Development Company
50: EX-3.55 Certificate of Formation of Arcelormittal Finance HTML 29K
LLC
51: EX-3.56 Limited Liability Company Operating Agreement HTML 53K
52: EX-3.57 Memorandum of Association and Articles of HTML 157K
Association
53: EX-3.58 Statement of Partnership Existence of HTML 30K
Arcelormittal Usa Partnership
54: EX-3.59 Agreement of Partnership of Arcelormittal Usa HTML 53K
Partnership
4: EX-3.9 Certificate of Incorporation of Arcelormittal Usa HTML 73K
Incoal Inc.
59: EX-4.10 Fifth Supplemental Indenture HTML 79K
60: EX-4.11 Sixth Supplemental Indenture HTML 80K
61: EX-4.12 Seventh Supplemental Indenture HTML 64K
62: EX-4.13 Eighth Supplemental Indenture HTML 64K
63: EX-4.15 Security Agreement HTML 158K
55: EX-4.3 Form of Fortieth Supplemental Indenture HTML 88K
56: EX-4.4 Form of Guarantee HTML 167K
57: EX-4.6 Supplemental Indenture HTML 51K
58: EX-4.7 Second Supplemental Indenture HTML 42K
64: EX-5.1 Opinion of Mayer Brown LLP HTML 39K
65: EX-5.2 Opinion of Stewart McKelvey HTML 39K
66: EX-5.3 Opinion of Bonn Schmitt Steichen HTML 35K
67: EX-12 Calculation of Ratio of Earnings to Fixed Charges HTML 36K
68: EX-23.4 Consent of Deloitte S.A. HTML 28K
69: EX-23.5 Consent of Deloitte Accountants B.V. HTML 28K
70: EX-23.6 Consent of Kpmg Audit S.A.R.L. HTML 30K
71: EX-25.1 Form T-1 Statement of Eligibility HTML 78K
72: EX-99.1 Form of Consent Letter HTML 116K
Solicitation of Consents to
Proposed Amendments
Under the Indenture Relating to $422,500,000 Aggregate Principal Amount of
9 3/4% Senior Secured Notes due 2014 (CUSIP No. 46489N AD 4; ISIN No. US46489NAD49)
Pursuant to the Consent Solicitation Statement and Prospectus dated [], 2008
THE CONSENT SOLICITATION (THE “SOLICITATION”) WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON [],
[], 2008, UNLESS OTHERWISE EXTENDED OR EARLIER TERMINATED BY ARCELORMITTAL FINANCIAL SERVICES
LLC (THE “ISSUER”) (SUCH DATE AND TIME, AS IT MAY BE EXTENDED OR EARLIER TERMINATED, BEING CALLED
THE “EXPIRATION DATE”). ONLY A HOLDER OF THE NOTES AS OF THE RECORD DATE (AS DEFINED HEREIN) IN
RESPECT OF WHICH THERE HAS BEEN DELIVERED A VALID CONSENT PRIOR TO THE EXPIRATION DATE (WHICH HAS
NOT BEEN PROPERLY REVOKED) WILL BE ENTITLED TO RECEIVE THE CONSENT PAYMENT (AS DEFINED HEREIN).
CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO THE EXECUTION TIME (AS DEFINED HEREIN), BUT NOT
THEREAFTER. SEE INSTRUCTION 7 OR “THE SOLICITATION TERMS — REVOCATION OF CONSENTS” IN THE CONSENT
SOLICITATION STATEMENT.
The Information Agent and Tabulation Agent for the Solicitation is:
GLOBAL BONDHOLDER SERVICES CORPORATION
Banks and brokers:
(212) 430-3774
Toll Free:
(866) 873-5600
By Overnight Courier, Hand Delivery, orFirst-Class Postage Prepaid Mail:
(212) 430-3775 Confirmation By Telephone:
(212) 430-3774
ArcelorMittal Financial Services LLC, as successor issuer to Ispat Inland ULC, the original
issuer of the Notes (the “Issuer”), is soliciting (the “Solicitation”) consents (“Consents”) from
Holders (as hereinafter defined) of the Issuer’s 9 3/4% Senior Secured Notes due 2014 (the “Notes”)
to amend (the “Proposed Amendments”) certain provisions of
(i) the Indenture dated as of March 25,2004, as amended, governing the Notes (the “Indenture”), (ii) the First Mortgage dated April 1,
1928, as amended, governing the Series Z First Mortgage Bonds and (iii) the Security Agreement,
dated as of March 25, 2004, entered into in connection with the issuance of the Notes, as more
fully described in the accompanying Consent Solicitation Statement and Prospectus dated [],
2008 (as the same may be amended or supplemented from time to time, the “Consent Solicitation
Statement”). The term “Holder” as used herein means (i) any person in whose name a Note is
registered in the registry maintained by the Registrar at 5:00 p.m., New York time, on [],
2008 (the “Record Date”) and (ii) any other person who has obtained a proxy in a form reasonably
acceptable to the Issuer that authorizes such other person (or person claiming title by or through
such other person) to vote Notes on behalf of such Record Holder. Accordingly, for purposes of the
Solicitation, the term “Holder” includes DTC Participants (as defined below) that have been granted
a proxy by DTC, through which a beneficial owner’s Notes may be held of record as of the Record
Date. DTC is expected to grant an omnibus proxy authorizing DTC Participants to deliver Consents.
Any beneficial owner whose Notes are held through a broker, dealer, commercial bank, trust company
or other nominee and who wishes to consent to the Proposed Amendments should contact the Holder of
its Notes promptly and instruct such Holder to consent on its behalf. Capitalized terms used but
not defined herein have the meanings given to them in the Consent Solicitation Statement.
Holders who wish to submit their Consent must deliver their properly completed and executed
Consent Letters by mail, first-class postage prepaid, hand delivery, overnight courier or by
facsimile transmission to the Tabulation Agent (not to the Trustee, the Solicitation Agent, the
Issuer or the Guarantors) at the address or facsimile number set forth on the cover page of this
Consent Letter in accordance with the instructions set forth in this Consent Letter and in the
Consent Solicitation Statement. However, the Issuer reserves the right to accept any Consent
received by it, the Guarantors, the Trustee or the Solicitation Agent.
UNDER NO CIRCUMSTANCES SHOULD ANY PERSON TENDER OR DELIVER NOTES TO THE ISSUER, THE
GUARANTORS, THE TRUSTEE, THE SOLICITATION AGENT, THE INFORMATION AGENT OR THE TABULATION AGENT AT
ANY TIME.
The terms of the Solicitation set forth in the Consent Solicitation Statement, as well as the
instructions in this Consent Letter, are hereby incorporated by reference and form part of the
terms and conditions of the Solicitation.
Notwithstanding anything to the contrary set forth in this Consent Letter or in the Consent
Solicitation Statement, and except for an extension of the Solicitation in the event of an
amendment, waiver or modification of the Solicitation in a manner that is deemed to be material and
subject to applicable law, the Issuer reserves the right, in its sole discretion, at any time prior
to the Execution Time, to: (i) waive any condition to the Solicitation and accept all Consents
previously given pursuant to the Solicitation; (ii) extend the Expiration Date and, unless
otherwise provided in the Consent Solicitation Statement, retain all Consents delivered pursuant to
the Solicitation; (iii) amend the terms of the Solicitation in any respect; (iv) terminate the
Solicitation and not accept any Consents; or (v) modify the form or amount of the consideration to
be paid pursuant to the Solicitation. See “The Solicitation Terms — Expiration Date; Extensions;
Amendment” in the Consent Solicitation Statement.
The delivery of a Consent will not affect a Holder’s right to sell or transfer such Holder’s
Notes. Only Holders of record as of the Record Date, or their duly designated proxies, including,
for the purposes of the Solicitation, DTC Participants (as defined below), may submit a Consent
Letter. A duly executed Consent Letter shall bind the Holder(s) executing the same and any
subsequent registered holder or transferee of the Notes to which such Consent Letter relates,
unless the applicable Holder has complied with the procedure for revoking Consents, as described in
the Consent Solicitation Statement and in this Consent letter. No consent will be valid or
effective for more than 120 days from the Record Date.
As of the Record Date, all of the Notes were held through The Depository Trust Company (“DTC”)
by participants in DTC (“DTC Participants”).
The Issuer reserves the right to establish, from time to time but in all cases prior to
receipt of the Requisite Consents, any new date as the Record Date and, thereupon, any such new
date will be deemed to be the Record Date for purposes of the Solicitation.
Approval of the Proposed Amendments requires Consents from Holders of a majority in
outstanding principal amount of the Notes (the “Requisite Consents”). The Issuer will pay a
consent fee (the “Consent Payment”) to Holders of $1.25 for each $1,000 principal amount of Notes
with respect to which such Holders have properly delivered valid and unrevoked Consents to the
Tabulation Agent prior to the Expiration Date, provided that the conditions set forth in the
Consent Solicitation Statement are satisfied or otherwise waived. See “The Solicitation Terms —
Conditions to the Solicitation” in the Consent Solicitation Statement.
Promptly following the receipt of the Requisite Consents, the Issuer, LaSalle Bank National
Association (the “Trustee”), ArcelorMittal USA Partnership, the New Finco Guarantors and the
Guarantors may execute a Supplemental Indenture for the Notes in the form set forth in Exhibit A to
the Consent Solicitation Statement (the “Supplemental Indenture”), and the Supplemental Indenture
will become immediately effective. The Proposed Amendments will not become operative, however,
until the Consent Payment has been made. Consents may be revoked at any time prior to the
execution of the Supplemental Indenture (such time referred to herein as the “Execution Time”).
Any notice of revocation received after the Execution Time will not be effective, even if received
prior to the Expiration Date. See “The Solicitation Terms — Revocation of Consents” in the Consent
Solicitation Statement. Once the Proposed Amendments become operative, each present and future
holder of the Notes will be bound by the Proposed Amendments, whether or not such holder delivered
a Consent.
Only a Holder who submits a Consent prior to the Expiration Date, and does not revoke such
Consent prior to the Execution Time, will be eligible to receive a Consent Payment.
CONSENT
By execution hereof, the undersigned hereby provides its Consent to the Proposed Amendments
described in the Consent Solicitation Statement and acknowledges receipt of the Consent
Solicitation Statement. The undersigned hereby represents and warrants that the undersigned is a
Holder of the Notes indicated below and has full power and authority to execute and deliver a
Consent in respect of such Notes. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Issuer to be necessary or desirable to perfect the undersigned’s
Consent.
The undersigned acknowledges that it must comply with the provisions of this Consent Letter
and complete the information required herein to validly provide its Consent as set forth in the
Consent Solicitation Statement. The effectiveness of the Consent and the payment of the Consent
Payment is conditioned on, among other things, there being received, prior to the Expiration Date,
the Requisite Consents (and such Consents not having been properly revoked), the execution of the
Supplemental Indenture by the Issuer, the New Finco Guarantors, ArcelorMittal USA Partnership, the
Guarantors and the Trustee, and the Solicitation being conducted and consummated on the terms
described in the Consent Solicitation Statement and herein.
The undersigned acknowledges that Consent Letters delivered pursuant to any one of the
procedures described under “The Solicitation Terms — Procedures for Delivering Consents” in the
Consent Solicitation Statement and in the instructions in this Consent Letter will constitute a
binding agreement among the undersigned and the Issuer upon the terms and subject to the conditions
of the Solicitation. The undersigned further understands that if this Consent Letter is executed
and delivered to the Tabulation Agent, the undersigned will be deemed to have consented to the
Proposed Amendments as described in the Consent Solicitation Statement. The undersigned hereby
agrees that its Consent can be revoked only in accordance with the procedures set forth herein and
in the Consent Solicitation Statement.
Unless otherwise specified in the table below, this Consent Letter relates to the total
principal amount of the Notes held of record by the undersigned at the close of business on the
Record Date. If this Consent Letter relates to less than the total principal amount of the Notes
so held, the undersigned has listed on the table below the certificate numbers (with respect to the
Notes not held by depositories) and principal amount of the Notes for which
2
Consent is given. If the space provided below is inadequate, list the certificate numbers and
aggregate principal amounts on a separate signed schedule and affix the list to this Consent
Letter.
The undersigned authorizes the Issuer to deliver this Consent Letter and any proxy delivered
in connection herewith to the Trustee as evidence of the undersigned’s actions with respect to the
Proposed Amendments.
IF YOU DO NOT WISH TO CONSENT TO THE PROPOSED AMENDMENTS, DO NOT COMPLETE OR RETURN THIS
CONSENT LETTER.
3
DESCRIPTION OF THE NOTES AS TO WHICH CONSENTS ARE GIVEN
(Complete only if Consent is being given for fewer than all Notes
with respect to which the undersigned is the Holder)
9 3/4% Senior Secured Notes due 2014 (CUSIP No. 46489N AD 4; ISIN No. US46489NAD49)
Principal Amount with
Aggregate Principal
Respect to Which
Name and Address of Holder
Certificate Number(s)*
Amount of Notes**
Consents are Given**
Total: Principal Amount Consenting $
*
Need not be completed by Holders whose Notes are held of record by depositories.
**
Unless otherwise indicated in the column labeled “Principal Amount with Respect to Which Consents are
Given,” the Holder will be deemed to have consented in respect of the entire aggregate principal amount
indicated in the column labeled “Aggregate Principal Amount of Notes.” All principal amounts must be in
multiples of $1,000.
IMPORTANT—READ CAREFULLY
This Consent Letter must be executed in exactly the same manner as the name of the Holder
appears on the books of the register maintained by the Trustee or in DTC’s security position
listing as of the Record Date without alteration or any change whatsoever. If any Notes are held
of record by two or more joint Holders, all such Holders must sign this Consent Letter. If a
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, such person should so
indicate when signing and must submit proper evidence satisfactory to the Issuer of such person’s
authority to so act. If the Notes are registered in different names, separate Consent Letters must
be executed covering each form of registration. If a Consent Letter is executed by a person other
than the Holder, then such person must have been authorized by proxy or in some other manner
acceptable to the Issuer to vote the applicable Notes on behalf of the Holder.
Guarantee of Signature(s). Except as provided below, all signatures on this Consent Letter
must be guaranteed by an Eligible Institution (as defined herein). Signatures on this Consent
Letter need not be guaranteed if this Consent Letter is given by or for the account of an Eligible
Institution. See Instruction 6 to this Consent Letter.
4
SIGN HERE
Signature(s) of Holder(s)
Date:
Name(s):
(Please Print)
Capacity (full title):
Address:
(Include Zip Code)
Area Code and Telephone No.:
Tax Identification or Social Security No.:
GUARANTEE OF SIGNATURE(S)
Authorized Signature:
Name and Title:
(Please Print)
Date:
Name of Firm:
5
PAYMENT INSTRUCTIONS
Subject to the terms and conditions set forth in the Consent Solicitation Statement and this
Consent Letter, the Issuer will pay to each Holder who delivered a valid and unrevoked Consent to
the Tabulation Agent prior to the Expiration Date a one-time cash Consent Payment in the amount of
$1.25 for each $1,000 principal amount of Notes in respect of which such Consent relates. The
Consent Payment will be made only to Holders or their duly designated proxies whose Consents are
received by the Tabulation Agent prior to the Expiration Date. Holders or their designated proxies
whose Consents are not received prior to such time will NOT be eligible to receive a Consent
Payment, but will be bound by the Proposed Amendments if the Proposed Amendments become operative.
Notwithstanding any subsequent transfer of the Notes, only persons who are Holders as of the Record
Date and who deliver an accepted Consent by the Expiration Date may receive a Consent Payment.
The obligation of the Issuer to make the Consent Payment with respect to the Consents is
conditioned upon, among other things, receipt of the Requisite Consents by the Issuer and the
satisfaction or waiver of the other Payment Conditions set forth in the Consent Solicitation
Statement, including the occurrence of the Execution Time.
Consent Payments will be made by or on behalf of the Issuer, by delivery of a check to the
Holder or its duly designated proxy (or proxies) at its address as it appears in the signature box
on the previous page hereof on the Payment Date, which is expected to be [], 2008 if the
Solicitation is not extended or earlier terminated. If the Holder desires the Consent Payment to
be paid or delivered otherwise, please so indicate below.
SPECIAL PAYMENT INSTRUCTIONS
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the check
for the Consent Payment is to be
issued in the name of and sent to
someone other than the undersigned.
To be completed ONLY if the check
for the Consent Payment is to be
sent to someone other than the
undersigned, or to the undersigned
at an address other than that shown
on the prior page.
Issue check to:
Mail Consent Payment to:
Name:
Name:
(Please Print)
(Please Print)
Address:
Address:
(Include Zip Code)
(Include Zip Code)
(Tax Identification or Social
Security Number(s)*
of Payee)
(Tax Identification or Social
Security Number(s)*
of Payee)
*Please also complete the enclosed Substitute
Form W-9
*Please also complete the enclosed Substitute Form W-9
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INSTRUCTIONS FOR CONSENTING HOLDERS FORMING PART OF THE TERMS AND CONDITIONS OF THE SOLICITATION
1. Delivery of this Consent Letter. Subject to the terms and conditions set forth in this
Consent Letter and in the Consent Solicitation Statement, a properly completed and duly executed
copy of this Consent Letter and any other documents required by this Consent Letter must be
received by the Tabulation Agent at the address or facsimile number set forth on the front cover
hereof prior to the Expiration Date. The method of delivery of this Consent Letter and all other
required documents to the Tabulation Agent is at the election and risk of the Holder, and the
delivery will be deemed to have been made only when such items are actually received by the
Tabulation Agent. In all cases, sufficient time should be allowed to assure timely delivery. No
Consent Letter should be sent to any person other than the Tabulation Agent.
IF YOU DO NOT WISH TO CONSENT TO THE PROPOSED AMENDMENTS, DO NOT COMPLETE OR RETURN THIS CONSENT
LETTER.
2. Expiration Date. The Solicitation expires at 5:00 p.m., New York time, on [___], 2008,
unless the Issuer, in its sole discretion, extends the period during which the Solicitation is
open, in which case the term “Expiration Date” shall be the last date for which an extension is
effective. The Issuer may extend the Solicitation on a daily basis or for a specified period of
time. If the Issuer extends the Solicitation, it will notify the Tabulation Agent of any extension
by oral or written notice, and it will make a public announcement thereof, each at or prior to 9:00
a.m., New York time, on the next business day after the previously scheduled Expiration Date. The
Issuer currently intends to notify Holders of any such extension solely by issuing a press release,
but may elect to utilize any other means reasonably calculated to inform Holders of such extension.
Failure of any Holder or beneficial owner of Notes to be so notified will not affect the extension
of the Solicitation. If the Issuer elects to extend the period during which the Solicitation is
open, all Consents received will remain valid (and subject to revocation as provided herein) until
the date and time to which the Expiration Date has been extended.
3. Questions Regarding Validity, Form, Legality, etc. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of Consents and revocation of Consents will
be resolved by the Issuer whose determinations will be final and binding. The Issuer reserves the
right to reject any or all Consents and revocations that are not in proper form or the acceptance
of which could, in the opinion of the Issuer’s counsel, be unlawful. The Issuer also reserves the
right to modify the conditions to the Solicitation, and to waive any irregularities in connection
with deliveries which must be cured within such time as the Issuer determines. None of the Issuer,
the Guarantors, the Trustee, the Solicitation Agent, the Tabulation Agent, the Information Agent or
any other person shall have any duty to give notification of any such irregularities or waivers,
nor shall any of them incur any liability for any failure to give such notification. Unless
waived, any defects or irregularities in connection with deliveries of Consents must be cured
within such time as the Issuer shall determine. Deliveries of Consent Letters or notices of
revocation will not be deemed to have been made until such irregularities have been cured or
waived. The Issuer’s interpretation of the terms and conditions of the Solicitation (including
this Consent Letter and the accompanying Consent Solicitation Statement and the Instructions hereto
and thereto) will be binding on all parties.
4. Holders Entitled to Consent. Only a Holder (as defined in this Consent Letter) or its
representative or attorney-in-fact or another person who has complied with the procedures set forth
below may execute and deliver a Consent Letter. Any beneficial owner of Notes who is not the
Holder thereof (e.g., whose Notes are held in the name of DTC or the beneficial owner’s broker,
dealer, commercial bank, trust company or other nominee institution) must arrange with such
Holder(s) or Holder’s assignee or nominee to execute and deliver this Consent Letter to the
Tabulation Agent on behalf of such beneficial owner. For purposes of the Solicitation, the term
“Holder” shall be deemed to include DTC Participants through which a beneficial owner’s Notes may
be held of record as of the Record Date in DTC. DTC is expected to grant an omnibus proxy
authorizing DTC Participants to deliver Consents. A Consent by a Holder is a continuing Consent
notwithstanding that ownership of a Note has been transferred subsequent to the Record Date, unless
the Holder timely revokes the prior Consent in accordance with the procedures set forth herein and
in the Consent Solicitation Statement. No consent, however, will be valid or effective for more
than 120 days from the Record Date.
7
5. Signatures on this Consent Letter. If this Consent Letter is signed by Holder(s) of the
Notes with respect to which this Consent is given, the signature(s) of such Holder(s) must
correspond with the name(s) as contained in the books of the register maintained by the Trustee or
as set forth in DTC’s security position listing as of the Record Date without alteration or any
change whatsoever.
If any of the Notes with respect to which this Consent is given were held of record on the
Record Date by two or more joint Holders, all such Holders must sign this Consent Letter. If any
Notes with respect to which this Consent is given have different Holders, it will be necessary to
complete, sign and submit as many separate copies of this Consent Letter and any necessary
accompanying documents as there are different Holders.
If this Consent Letter is signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative
capacity, such persons should indicate such fact when signing, and, unless waived by the Issuer,
evidence satisfactory to the Issuer of their authority to so act must be submitted with this
Consent Letter.
6. Signature Guarantees. All signatures on this Consent Letter must be guaranteed by a firm
or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal
securities dealer, municipal securities broker, government securities dealer or government
securities broker; (c) a credit union; (d) a national securities exchange, registered securities
association or clearing agency; or (e) a savings institution that is a participant in a Securities
Transfer Association recognized program (each, an “Eligible Institution”). However, signatures
need not be guaranteed if this Consent is given by or for the account of an Eligible Institution.
If the Holder of the Notes is a person other than the signer of this Consent Letter, see
Instruction 5.
7. Revocation of Consents. Any Holder of Notes as to which a Consent has been given may
revoke such Consent as to such Notes or any portion of such Notes (in integral multiples of $1,000)
by delivering a written notice of revocation or a changed Consent Letter bearing a date later than
the date of the prior Consent Letter to the Tabulation Agent at any time prior to the Execution
Time with respect to such Notes, or any portion thereof, in integral multiples of $1,000. Any
notice of revocation received after the Execution Time will not be effective. The transfer of the
Notes after the Record Date will not have the effect of revoking any Consent theretofore validly
given by a Holder of such Notes, and each properly completed and executed Consent Letter will be
counted notwithstanding any transfer of the Notes to which such Consent relates, unless the
procedures for revoking Consents described below have been complied with.
To be effective, a notice of revocation must be in writing signed by the Holder, must contain
the name of the Holder and the principal amount of the Notes to which it relates, must be received
by the Tabulation Agent before the Execution Time and must be signed in the same manner as the
original Consent Letter. All revocations of Consents should be addressed to the Tabulation Agent
at the address set forth on the front cover of this Consent Letter.
To be effective, the revocation must be executed by the Holder of such Notes in the same
manner as the name of such Holder appears on the books of the register maintained by the Trustee or
as set forth in DTC’s security position listing as of the Record Date without alteration or any
change whatsoever. If any Notes are held of record by two or more joint Holders, all such Holders
must sign the revocation. If a revocation 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 must indicate such fact when signing and must submit proper
evidence satisfactory to the Issuer of such person’s authority to execute the revocation. A
revocation of the Consent will be effective only as to the Notes listed on the revocation and only
if such revocation complies with the provisions of this Consent Letter and the Consent Solicitation
Statement. Only a Holder of the Notes on the Record Date is entitled to revoke a Consent
previously given. A beneficial owner of the Notes must arrange with the Holder to execute and
deliver on its behalf a revocation of any Consent already given with respect to such Notes. A
transfer of Notes after the Record Date must be accompanied by a duly executed proxy from the
relevant Holder if the subsequent transferee is to have revocation rights with respect to a
previously given Consent. A purported notice of revocation that is not received by the Tabulation
Agent in a timely fashion and accepted by the Issuer as a valid revocation will not be effective to
revoke a Consent previously given.
8
The Issuer reserves the right to contest the validity of any revocation and all questions as
to the validity (including time of receipt) of any revocation will be determined by the Issuer in
its sole discretion, which determination will be conclusive and binding subject only to such final
review as may be prescribed by the Trustee concerning proof of execution and ownership. None of
the Issuer, any of its affiliates, the Solicitation Agent, the Tabulation Agent, the Information
Agent, the Trustee or any other person will be under any duty to give notice of any defects or
irregularities with respect to any revocation and none of them shall incur any liability for
failure to give any such notice.
A revocation of a Consent may be rescinded only by the execution and delivery of a new Consent
Letter. A Holder who has delivered a revocation may thereafter deliver a new Consent Letter at any
time prior to the Expiration Date.
The Issuer reserves the right to contest and determine the validity of any revocations in
accordance with the terms of Instruction 3.
All revocations of Consents must be delivered or sent to the Tabulation Agent at the address
set forth on the cover of this Consent Letter.
8. Waiver, Modification or Amendment. The Issuer reserves the absolute right, in its sole
discretion and subject to applicable law, at any time prior to the Execution Time, to (i) waive any
condition to the Solicitation and accept all Consents previously given pursuant to the
Solicitation; (ii) amend the terms of the Solicitation in any respect; (iii) terminate the
Solicitation and not accept any Consents; or (iv) modify the form or amount of the consideration to
be paid pursuant to the Solicitation. Any change in the Consent Payment offered to Holders will be
paid to all Holders who have previously delivered a valid and unrevoked Consent.
9. Backup Withholding. Each U.S. Holder (or other payee) is required to provide the
Tabulation Agent (as payor) with its correct taxpayer identification number (“TIN”), generally the
U.S. Holder’s Social Security number (“SSN”) or Federal employer identification number (“EIN”), and
certain other information, on Substitute Form W-9, which is provided under “Important Tax
Information” below, and to certify that the U.S. Holder (or other payee) is not subject to backup
withholding or that the U.S. Holder is an exempt recipient, such as a corporation. Failure to
provide the information on the Substitute Form W-9 may subject the U.S. Holder (or other payee) to
a $50 penalty imposed by the Internal Revenue Service (“IRS”) and 28% U.S. federal income tax
backup withholding on the Consent Payment. The box in Part 3 of the Substitute Form W-9 may be
checked if the U.S. Holder (or other payee) has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not
provided by the time of payment, the Consent Payment to such U.S. Holder will be subject to 28%
backup withholding tax.
10. Questions and Requests for Assistance and Additional Copies. Questions concerning the
terms of the Solicitation and requests for assistance in completing and delivering Consent Letters
or for additional copies of the Consent Solicitation Statement, this Consent Letter or other
related documents should be directed to the Information Agent for the Solicitation, Global
Bondholder Services Corporation, 65 Broadway – Suite 723, New York, New York10006; banks and
brokers call collect at (212) 430-3774; all others call toll free at (866) 873-5600, or the
Solicitation Agent for the Solicitation, Citigroup Global Markets Inc., 390 Greenwich Street, 4th
Floor, New York, New York10013, Attn: Liability Management Group, telephone (212) 723-6106 or toll
free at (800) 558-3745.
9
IMPORTANT TAX INFORMATION
To ensure compliance with Treasury Department Circular 230, each Holder is hereby notified
that: (a) any discussion of U.S. federal tax issues in this Consent Letter is not intended or
written to be used, and cannot be used, by such Holder for the purpose of avoiding penalties that
may be imposed on such Holder under the Internal Revenue Code; (b) any such discussion has been
included by the Issuer in connection with the promotion or marketing (within the meaning of
Circular 230) by the Issuer of the transaction or matters described herein, namely the
Solicitation; and (c) each such Holder should seek advice based on its particular circumstances
from an independent tax advisor.
Backup Withholding
Under U.S. federal income tax law, a U.S. Holder or such U.S. Holder’s assignee (in either
case, the “payee”) that receives a Consent Payment is required to provide the Tabulation Agent (as
payor) with such U.S. Holder’s current TIN or otherwise establish a basis for exemption from backup
withholding. If the correct TIN is not provided, the Holder may be subject to a $50 penalty
imposed by the IRS, and any Consent Payment made to such Holder may be subject to 28% backup
withholding tax.
To prevent backup withholding on any Consent Payment paid to a U.S. Holder with respect to
Notes, the U.S. Holder is required to provide the U.S. Holder’s current TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such U.S. Holder
is awaiting a TIN), and that (i) the U.S. Holder is exempt from backup withholding, (ii) the U.S.
Holder has not been notified by the IRS that the U.S. Holder is subject to backup withholding as a
result of failure to report all interest or dividends, or (iii) the IRS has notified the U.S.
Holder that the U.S. Holder is no longer subject to backup withholding.
Certain Holders (including, among others, all corporations and certain foreign individuals)
are not subject to these backup withholding and reporting requirements. Each exempt Holder that is
a U.S. person should indicate its exemptions on Substitute Form W-9. See the enclosed “Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional
instructions.
If backup withholding applies, 28% backup withholding tax will be levied on any Consent
Payment paid to the Holder. Backup withholding is not an additional tax. Rather, the U.S.
federal income tax liability of the Holder subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, the Holder may apply
for a refund from the Internal Revenue Service.
See the section entitled “Certain U.S. Federal Income Tax Considerations” in the Consent
Solicitation Statement for further discussion.
Non-U.S. Holders
Although it is not entirely clear that U.S. federal withholding tax is applicable to the
payment of the Consent Payments, the Tabulation Agent (as payor) will withhold such tax at a rate
of 30% on any Consent Payment made to a non-U.S. Holder unless (a) such non-U.S. Holder provides
the Issuer with a properly executed IRS Form W-8ECI stating that the Consent Payment is effectively
connected with the non-U.S. Holder’s U.S. trade or business or (b) such non-U.S. Holder provides
the Issuer with a properly executed IRS Form W-8BEN or other appropriate form claiming an exemption
from, or reduction of, withholding tax under an applicable tax treaty. A Form W-8BEN or W-8ECI can
be obtained from the Issuer or on the IRS website at www.irs.gov.
See the section entitled “Certain U.S. Federal Income Tax Considerations” in the Solicitation
Statement for further discussion.
10
PAYOR’S NAME: GLOBAL BONDHOLDER SERVICES CORPORATION
SUBSTITUTE
Name:
Form W-9
Please check the appropriate box
o Individual/Sole Proprietor o Corporation o Partnership ¨ Other (specify)
Department of the
Treasury
Internal Revenue Service
Payor’s Request for Taxpayer
Identification Number (“TIN”)
Part 1—PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW.
Social Security Number OR
Employer Identification Number
Part 2—Certification—Under Penalties of
Perjury
Part 3—
Awaiting TIN o
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 either 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 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.
Certification Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are
subject to backup withholding because of under reporting interest or 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 stating that
you are no longer subject to backup withholding, do not cross out item (2).
SIGNATURE DATE , 2008
NAME
ADDRESS
CITY STATE ZIP CODE
NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY
CONSENT PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST
COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF PERSON AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Officer or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of any Consent
Payments made to me will be withheld.
Signature
Date
, 2008
11
GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
What Name and Number To Give the Requester
For this type of account:
Give name and SSN of:
1. Individual
The individual
2. Two or more individuals (joint account)
The actual owner of the account or, if
combined funds, the first individual on
the account1
3. Custodian account of a minor (Uniform
Gift to Minors Act)
The minor2
4. a. The usual revocable savings trust
(grantor is also trustee)
The grantor-trustee1
b. So-called trust account that is not
a legal or valid trust under state law
The actual owner1
5. Sole proprietorship or single-owner LLC
The owner3
For this type of account:
Give name and EIN of:
6. Sole proprietorship or single-owner LLC
The owner3
7. A valid trust, estate, or pension trust
Legal entity4
8. Corporate or LLC electing corporate
status on Form 8832
The corporation
9. Association, club, religious, charitable,
educational, or other tax-exempt
organization
The organization
10. Partnership or multi-member LLC
The partnership
11. A broker or registered nominee
The broker or nominee
12. Account with the Department of
Agriculture in the name of a public entity
(such as a state or local government, school
district, or prison) that receives
agricultural program payments
The public entity
1
List first and circle the name of the person whose number you furnish. If only
one person on a joint account has an SSN, that person’s number must be furnished.
2
Circle the minor’s name and furnish the minor’s SSN.
3
You must show your individual name, but you may also enter your business or “DBA”
name. You may use either your SSN or EIN (if you have one).
4
List first and circle the name of the legal trust, estate, or pension trust. (Do not
furnish the TIN of the personal representative or trustee unless the legal entity itself is not
designated in the account title.)
Note: If no name is circled when more than one name is listed, the number will be considered
to be that of the first name listed.
Definition of a U.S. Person. For the purpose of this substitute Form W-9, you are considered
a U.S. Person if you are 1) an individual who is a U.S. citizen or resident alien; 2) a
partnership, corporation, company or association created or organized in the U.S. or under the laws
of the U.S.; 3) an estate (other than a foreign estate) or 4) a domestic trust (as defined in
Treasury regulations section 301.7701-7).
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN,
get Form SS-5, Application for a Social Security Card, from your local Social Security
Administration office or get this form on-line at www.ssa.gov/online/ss5.html. You may also get
this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification
Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX FORM
(1-800-829-3676) or from the IRS Web Site at www.irs.gov.
If you are asked to complete Substitute Form W-9 but do not have a TIN, write “Applied For” in
the space for the TIN, sign and date the form, and give it to the requester. For interest and
dividend payments, and certain payments made with respect to readily tradable instruments,
generally you will have 60 days to get a TIN and give it to the requester before you are subject to
backup withholding on payments. The 60-day rule does not apply to other types of payments. You
will be subject to backup withholding on all such payments until you provide your TIN to the
requester.
Note: Writing “Applied For” means that you have already applied for a TIN or that you intend
to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the appropriate
Form W-8.
Exempt from Backup Withholding
Generally, individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as interest, dividends
and certain miscellaneous payments.
Note: If you are exempt from backup withholding, you should still complete and return a
Substitute W-9 to avoid possible erroneous backup withholding. If you are an exempt payee, furnish
your taxpayer identification number on the form, write “EXEMPT” on the face of the form, sign and
date the form, and return the form to the payor. If you are a nonresident alien or a foreign
entity not subject to backup withholding, please complete, sign and return an appropriate Form W-8
(which may be obtained from the Issuer or on the Internal Revenue Service web site at www.irs.gov)
to establish your exemption from backup withholding.In general, payments that are not subject to information reporting are not subject to backup
withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and
their regulations.
Exempt payees. Backup withholding is not required on any payments made to the following
payees:
1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under
section 403(b)(7) if the account satisfies the requirements of section 401(f)(2);
2. The United States or any of its agencies or instrumentalities;
3. A state, the District of Columbia, a possession of the United States, or any of their
political subdivisions or instrumentalities;
4. A foreign government or any of its political subdivisions, agencies, or instrumentalities;
or
5. An international organization or any of its agencies or instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation;
7. A foreign central bank of issue;
8. A dealer in securities or commodities required to register in the United States, the
District of Columbia, or a possession of the United States;
9. A futures commission merchant registered with the Commodity Futures Trading Commission;
10. A real estate investment trust;
11. An entity registered at all times during the tax year under the Investment Company Act of
1940;
12. A common trust fund operated by a bank under section 584(a);
13. A financial institution;
14. A middleman known in the investment community as a nominee or custodian; or
15. A trust exempt from tax under section 664 or described in section 4947.
The chart below shows types of payments that may be exempt from backup withholding. The chart
applies to the exempt recipients listed above, 1 through 15.
If the payment is for
THEN the payment is exempt for
Interest and dividend payments
All exempt recipients except for 9
Broker transactions
Exempt recipients 1 through 13. Also, a person registered
under the Investment Advisers Act of 1940 who regularly acts
as a broker
Barter exchange transactions
and patronage dividends
Exempt recipients 1 through 5
Payments over $600 required
to be reported (including a
Consent Payment) and direct
sales over $5,0001
Generally exempt recipients 1 through 72
1
See Form 1099-MISC, Miscellaneous Income, and its instructions.
2
However, the following payments made to a corporation (including gross proceeds paid
to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on
Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’
fees; and payments for services paid by a Federal executive agency.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons
who must file information returns with the IRS to report interest, dividends, and certain other
income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property,
cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers
for identification purposes and to help verify the accuracy of your tax return. The IRS may also
provide this information to the Department of Justice for civil and criminal litigation, and to
cities, states, and the District of Columbia to carry out their tax laws. We may also disclose
this information to other countries under a tax treaty, or to Federal and state agencies to enforce
Federal non-tax criminal laws and to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return. Payers must
generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who
does not give a TIN to a payer. Certain penalties may also apply.
Dates Referenced Herein and Documents Incorporated by Reference