World Point Terminals SC TO-T Third party tender offer statement

 Exhibit (a)(1)(ii)​

LETTER OF TRANSMITTAL

to Tender the Common Units
   
of

WORLD POINT TERMINALS, LP

at
   
$17.30 Net per Unit in Cash
   
Pursuant to the Offer to Purchase dated June 2, 2017
   
by
   
World Point Terminals, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 29, 2017, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer Is:

If delivering by mail:	By overnight courier:
Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box 43011, Providence, RI 02940-3011	Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer 250 Royall Street, Suite V, Canton, MA 02021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

DESCRIPTION OF UNITS TENDERED
Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on unit certificate(s))	Units Tendered (Attach additional list if necessary)
​	Unit Certificate Number(s)*	Total Number of Units Represented By Units Certificate(s)*	Number of Units Tendered**
	Total Units (Including Units held electronically through the Direct Registration System at the Depositary (book-entry))	​	​
* Need not be completed by book-entry unitholders. ** Unless otherwise indicated, it will be assumed that all common units of World Point Terminals, LP represented by certificates and book-entry described above are being tendered hereby. See Instruction 4.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE INTERNAL REVENUE SERVICE (“IRS”) FORM W-9 ACCOMPANYING THIS LETTER OF TRANSMITTAL. IF YOU ARE A FOREIGN UNITHOLDER, YOU MUST INSTEAD COMPLETE AN APPLICABLE IRS FORM W-8. SEE INSTRUCTION 9 BELOW.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT, GEORGESON LLC, TOLL FREE AT (800) 509-0917.

You have received this Letter of Transmittal in connection with the offer of World Point Terminals, Inc., a Delaware corporation (the “Offeror”), to purchase all of the issued and outstanding common units (the “Units”) of World Point Terminals, LP, a Delaware limited partnership (the “Partnership”), that are not already beneficially owned by the Offeror or its affiliates, at a price per Unit equal to $17.30 (the “Offer Price”), net to the holder in cash, without interest thereon and less any applicable tax withholding, and on the other terms and subject to the other conditions, as described in the Offer to Purchase, dated June 2, 2017 and this Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

You should use this Letter of Transmittal to deliver to Computershare Trust Company, N.A. (the “Depositary”) Units represented by Unit certificates for tender. If you are delivering your Units by book-entry transfer to an account maintained by the Depositary at the Depository Trust Company (“DTC”), you may use this Letter of Transmittal or you may use an Agent’s Message (as defined in Instruction 2 below). In this document, unitholders who deliver certificates representing their Units are referred to as “Certificate Unitholders” and unitholders who deliver their Units through book-entry transfer are referred to as “Book-Entry Unitholders.”

If certificates for your Units are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary on or prior to the initial scheduled expiration time of 11:59 p.m., New York City time, on June 29, 2017, unless the Offer is extended (the latest time and date at which the Offer, as so extended, will expire, the “Expiration Date”), or you cannot comply with the

book-entry transfer procedures on a timely basis, you may nevertheless tender your Units according to the guaranteed delivery procedures set forth in the Offer to Purchase under “The Offer—Section 3—Procedure for Tendering Units.” See Instruction 2. Delivery of documents to DTC will not constitute delivery to the Depositary.

☐

CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER UNITS BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution: 

DTC Participant Number: 

Transaction Code Number: 

☐

CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.

Name(s) of Registered Owner(s): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Institution which Guaranteed Delivery: 

If Delivery is by Book-Entry Transfer: 

Name of Tendering Institution: 

DTC Participant Number: 

Transaction Code Number: 

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to World Point Terminals, Inc., a Delaware corporation (the “Offeror”), the above described common units (the “Units”) of World Point Terminals, LP, a Delaware limited partnership (the “Partnership”), at a price per Unit equal to $17.30 (the “Offer Price”), net to the holder in cash, without interest thereon and less any applicable tax withholding, and on the other terms and subject to the other conditions, described in the Offer to Purchase, dated June 2, 2017, receipt of which is hereby acknowledged, and this Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The undersigned understands that the Offeror reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, the right to purchase the Units tendered herewith, but any such transfer or assignment will in no way prejudice the rights of tendering unitholders to receive payment for Units validly tendered and accepted for payment pursuant to the Offer.

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Units validly tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Offeror, all right, title and interest in and to all of the Units being tendered hereby and any and all cash dividends, distributions, rights, other Units or other securities issued or issuable in respect of such Units on or after June 2, 2017 (collectively, “Distributions”). In addition, the undersigned hereby irrevocably appoints Computershare Trust Company, N.A. (the “Depositary”) the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Units and any Distributions with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the Units tendered by this Letter of Transmittal) to the fullest extent of such unitholder’s rights with respect to such

Units and any Distributions (a) to deliver certificates representing Units (the “Unit Certificates”) and any Distributions, or transfer ownership of such Units and any Distributions on the account books maintained by an account maintained by the Depositary at the Depository Trust Company (“DTC”), together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of, the Offeror, (b) to present such Units and any Distributions for transfer on the books of the Partnership and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Units and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message (as defined in Instruction 2 below)), the undersigned hereby irrevocably appoints each of the designees of the Offeror the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such unitholder’s rights with respect to the Units tendered hereby which have been accepted for payment and with respect to any Distributions. The designees of the Offeror will, with respect to the Units and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such unitholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the Partnership’s unitholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Units. Such appointment is effective when, and only to the extent that, the Offeror accepts the Units tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Units and any associated Distributions, including the right to receive distributions from the Partnership, will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). The Offeror reserves the right to require that, in order for Units to be deemed validly tendered, immediately upon the Offeror’s acceptance for payment of such Units, the Offeror must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Units and any associated Distributions, including voting at any meeting of unitholders or executing a written consent concerning any matter.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Units and any associated Distributions tendered hereby and, when the same is accepted for payment by the Offeror, the Offeror will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Units or the Unit Certificate(s) have been endorsed to the undersigned in blank or the undersigned is a participant in DTC whose name appears on a security position listing participant as the owner of the Units. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Offeror to be necessary or desirable to complete the sale, assignment and transfer of the Units and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of the Offeror any and all Distributions in respect of the Units tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, the Offeror shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, subject to the terms of the Transaction Agreement, dated June 1, 2017, among the Offeror, WPT GP, LLC and the Partnership (together with any amendments or supplements thereto, collectively constitute the “Transaction Agreement”).

It is understood that the undersigned will not receive payment for the Units unless and until the Units are accepted for payment and until the Unit Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Units held in book-entry form, ownership of Units is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary. It is understood that the method of delivery of the Units, the Unit Certificate(s) and all other required documents (including delivery through DTC) is at the option and risk of the undersigned and that the risk of loss of such Units, Unit Certificate(s) and other documents shall pass only after the Depositary has actually received the Units or Unit Certificate(s) (including, in the case of a book-entry transfer, by Book-Entry Confirmation (as defined in Instruction 2 below)).

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the acceptance for payment by the Offeror of Units tendered pursuant to one of the procedures described in the Offer to Purchase under “The Offer—Section 3—Procedure for Tendering Units” will constitute a binding agreement between the undersigned and the Offeror upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Offeror may not be required to accept for exchange any Units tendered hereby.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Unit Certificates representing Units not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Units Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Unit Certificates representing Units not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Units Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for the purchase price and/or issue or return any Unit Certificates representing Units not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Unit Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Units tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that the Offeror has no obligation pursuant to the Special Payment Instructions to transfer any Units from the name of the registered owner thereof if the Offeror does not accept for payment any of the Units so tendered.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Unit Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Units accepted for payment are to be issued in the name of someone other than the undersigned or if Units tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.

Issue to:

☐ Check
☐ Certificate

Name: 

(Please Print)

Address: 

Address: 

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(See “Form W-9”)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Unit Certificate(s) not tendered or not accepted for payment and/or the check for the purchase price of Units accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Units Tendered” above.

Deliver to:

☐ Check
☐ Certificate

Name: 

(Please Print)

Address: 

Address: 

(Include Zip Code)

IMPORTANT—SIGN HERE
(Please also complete the IRS Form W-9 or the appropriate IRS Form W-8, as applicable)
(Signature of Unitholder(s))

Signature(s) 

Capacity 

(full title) 

(Must be signed by registered owner(s) exactly as name(s) appear(s) on Unit Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)

Name(s): 

(Please Print)

Date: 

Address: 

Address: 

(Include Zip Code)

Daytime Area Code and Telephone Number: 

Taxpayer Identification or Social Security No: 

GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 5)

Name of firm: 

(Please Print)

Address: 

Address: 

(Include Zip Code)

Authorized Signature: 

Name(s): 

(Please Print)

Daytime Area Code and Telephone Number: 

Dated: 

Place medallion guarantee in space below:

Instructions
Forming part of the terms and conditions of the offer

1.    Guarantee of signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in DTC whose name appears on a security position listing as the owner of the Units) of Units tendered herewith, owners powers are not signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity and such registered owner has not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Units are tendered for the account of an Eligible Institution. See Instruction 5.

2.    Delivery of Letter of Transmittal and certificates or book-entry confirmations. This Letter of Transmittal is to be completed by unitholders either if Unit Certificates are to be forwarded herewith or, unless an Agent’s Message (as defined below) is utilized, if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in the Offer to Purchase under “The Offer—Section 3—Procedure for Tendering Units.” For any Eligible Institution, a manually executed facsimile of this document may be used in lieu of the original. Unit Certificates representing all physically tendered Units, or confirmation of any book-entry transfer into the Depositary’s account at DTC of Units tendered by book-entry transfer (“Book-Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, unless an Agent’s Message in the case of a book-entry transfer is utilized, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein on or prior to the initial scheduled expiration time of 11:59 p.m., New York City time, on June 29, 2017, unless the Offer is extended (the latest time and date at which the Offer, as so extended, will expire, the “Expiration Date”). Please do not send your Unit Certificates directly to the Offeror or any of its affiliates, or the Partnership.

Unitholders whose Unit Certificates are not immediately available or who cannot deliver all other required documents to the Depositary on or prior to the Expiration Date or who cannot comply with the procedures for book-entry transfer on a timely basis, may nevertheless tender their Units by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in the Offer to Purchase under “The Offer—Section 3—Procedure for Tendering Units.” Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Offeror must be received by the Depositary prior to the Expiration Date, and (c) Unit Certificates representing all tendered Units, in proper form for transfer (or a Book-Entry Confirmation with respect to such Units), as well as a Letter of Transmittal (or, with respect to Eligible Institutions, a manually executed facsimile thereof), properly completed and duly executed with any required signature guarantees (unless, in the case of a book-entry transfer, an Agent’s Message is utilized), and all other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery. A Notice of Guaranteed Delivery may be delivered by overnight courier, facsimile or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery made available by the Offeror. In case of Units held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary by a participant by means of the confirmation system of DTC.

A properly completed and duly executed Letter of Transmittal (or, with respect to Eligible Institutions, a manually executed facsimile thereof) must accompany each such delivery of Unit Certificates to the Depositary.

The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states (x) that DTC has received an express acknowledgment from the participant in such DTC tendering Units which are the

subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and (y) that the Offeror may enforce such agreement against the participant. The term Agent’s Message shall also include a hard copy printout evidencing such message generated by a computer terminal maintained at Depositary’s office.

THE METHOD OF DELIVERY OF THE UNITS, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING UNITHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE UNIT CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent tenders will be accepted. All tendering unitholders, by execution of this Letter of Transmittal (or, with respect to Eligible Institutions, a manually executed facsimile thereof), waive any right to receive any notice of the acceptance of their Units for payment.

All questions as to validity, form and eligibility of the surrender of any Unit Certificate hereunder will be determined by the Offeror (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding absent a finding to the contrary by a court of competent jurisdiction. The Offeror reserves the right to waive any irregularities or defects in the surrender of any Units or Unit Certificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived.

3.    Inadequate space. If the space provided herein is inadequate, the Unit Certificate numbers, the number of Units represented by such Unit Certificates and/or the number of Units tendered should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4.    Partial tenders (applicable to Certificate Unitholders only). If fewer than all the Units evidenced by any Unit Certificate delivered to the Depositary are to be tendered, fill in the number of Units which are to be tendered in the column titled “Number of Units Tendered” in the box titled “Description of Units Tendered.” In such cases, new Units for the remainder of the Units that were evidenced by the old Unit Certificate(s) but not tendered will be held electronically, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Units represented by Unit Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5.    Signatures on Letter of Transmittal; assignments and endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Units tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Unit Certificate(s) without alteration or any other change whatsoever.

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

If any tendered Units are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or, with respect to Eligible Institutions, a manually executed facsimile thereof) as there are different registrations of such Units.

If this Letter of Transmittal or any certificates or assignments 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 proper evidence satisfactory to the Offeror of their authority so to act must be submitted, or in lieu of such document signatures must be guaranteed by an Eligible Institution, see Instruction 1.

If this Letter of Transmittal is signed by the registered owner(s) of the Units listed and transmitted hereby, no endorsements of Unit Certificates or separate Unit assignments are required unless payment is to be made to, or Unit Certificates representing Units not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s). Signatures on such Unit Certificates or Unit assignments must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Unit(s) listed, the Unit Certificate(s) must be endorsed or accompanied by the appropriate Unit assignments, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Unit Certificate(s). Signatures on such Unit Certificates or Unit assignments must be guaranteed by an Eligible Institution.

6.    Transfer taxes. Except as otherwise provided in this Instruction 6, the Offeror will pay any transfer taxes with respect to the transfer and sale of Units to it or to its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Unit Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Unit Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Certificates listed in this Letter of Transmittal.

7.    Special payment and delivery instructions. If a check is to be issued in the name of, and/or Unit Certificates representing Units not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or if a check and/or such certificates are to be mailed to a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Units Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Unitholders delivering Units tendered hereby or by Agent’s Message by book-entry transfer may request that Units not purchased be credited to an account maintained at DTC as such unitholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Units not purchased will be returned by crediting the same account at DTC as the account from which such Units were delivered.

8.    Requests for assistance or additional copies. Questions or requests for assistance may be directed to the Information Agent at its address and telephone number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent, which may be contacted at the telephone numbers, mailing address and email address as set forth on the back cover of this Letter of Transmittal, and will be furnished at the Offeror’s expense.

9.    Backup Withholding. Under U.S. federal income tax law, a Partnership unitholder whose Units are accepted for payment pursuant to the Offer may be subject to backup withholding tax on the gross proceeds of any payment received hereunder. Backup withholding tax is not an additional tax. A Partnership unitholder subject to the backup withholding tax rules will be allowed a credit of the amount withheld against such unitholder’s U.S. federal income tax liability and, if backup withholding tax results in an overpayment of U.S. federal income tax, such unitholder may be entitled to a refund, provided that the requisite information is correctly furnished to the Internal Revenue Service (“IRS”) in a timely manner.

To prevent the possible application of U.S. federal backup withholding tax (currently, 28%) with respect to the receipt of cash for Units sold or transferred pursuant to the Offer, a U.S. holder is generally required to either provide us a completed IRS Form W-9, which is included with this Letter of Transmittal, or otherwise establish an exemption from backup withholding tax.

If the Depositary is not timely provided with the correct taxpayer identification number (“TIN”), such U.S. Holder may be subject to a $50 penalty imposed by the IRS and payments that are made to such U.S. Holder pursuant to the Offer may be subject to backup withholding. Each U.S. Holder is required to give the Depositary the TIN of the registered holder of the Units.

A U.S. Holder who does not have a TIN should apply for a TIN and write “Applied For” in the space for the TIN in Part I or IRS Form W-9 and sign and date the IRS Form W-9. If  “Applied For” is written in Part I and the Depositary is not provided with a TIN prior to the date of payment, the Depositary may withhold 28% of any payment made to the U.S. Holder. For further information concerning backup

withholding and instructions for completing IRS Form W-9 (including how to obtain a TIN if a unitholder does not have one and how to complete IRS Form W-9 if the Units are held in more than one name), consult the instructions in the enclosed IRS Form W-9 contained in this Letter of Transmittal.

Certain U.S. Holders (including, among others, generally all corporations) are not subject to the backup withholding requirements described in this Instruction 9. To avoid possible erroneous backup withholding, a U.S. Holder that is exempt from backup withholding should indicate its exempt status on IRS Form W-9. A tendering holder who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate Form W-8. A Form W-8BEN may be obtained from the Depositary or downloaded from the Internal Revenue Service’s website at the following address: http://​www.irs.gov. Failure to complete the Form W-9 will not, by itself, cause Units to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer.

All Partnership unitholders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and information reporting requirements and to determine which form should be used to avoid backup withholding.

10.    Lost, destroyed, mutilated or stolen Unit Certificates. If any Unit Certificate has been lost, destroyed, mutilated or stolen, the unitholder should promptly notify the Partnership’s transfer agent, Computershare Trust Company, N.A. (the “Transfer Agent”), (i) if delivering by mail, Attn: Voluntary Corporate Actions at P.O. Box 43011, Providence, RI 02940-3011, or (ii) if delivering by overnight or courier, Attn: Voluntary Corporate Actions at 250 Royall Street, Suite V, Canton, MA 02021. The unitholder will then be instructed as to the steps that must be taken in order to replace the Unit Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Unit Certificates have been followed. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Unit Certificates have been followed.

11.    Waiver of conditions. Subject to the terms and conditions of the Transaction Agreement and the applicable rules and regulations of the Securities and Exchange Commission, the conditions of the Offer may be waived by the Offeror in whole or in part at any time and from time to time in its sole discretion.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR, WITH RESPECT TO ELIGIBLE INSTITUTIONS, A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH UNIT CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.

The Depositary for the Offer is:

If delivering by mail:	By overnight courier:
Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box 43011, Providence, RI 02940-3011	Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer 250 Royall Street, Suite V, Canton, MA 02021

Any questions or requests for assistance or additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Banks, Brokers and Shareholders
Call Toll-Free (800) 509-0917
Email: WPTOffer@Georgeson.com