EXHIBIT 99.3
CONSENT SOLICITATION STATEMENT
KIMCO NORTH TRUST III
SOLICITATION OF CONSENTS TO AMEND CERTAIN PROVISIONS OF THE
INDENTURE PROVIDING FOR THE ISSUANCE OF
CAN$150,000,000 SERIES 1 4.45 % NOTES MATURING 2010
CUSIP NUMBER : 49446PAA1
ISIN CODE : CA49446PAA18
Kimco North Trust III (the "Issuer", "we" or "us") is soliciting
consents (the "Solicitation") of registered holders ("Registered Holders") of
all Series 1 4.45 % Notes Maturing 2010 (collectively, the "Notes") of the
Issuer to the adoption of certain amendments (the "Proposed Amendments") to the
Indenture dated as of April 21, 2005 by and among the Issuer, as issuer, Kimco
Realty Corporation, as guarantor (the "Guarantor") and BNY Trust Company of
Canada, as trustee (the "Trustee") (the "Canadian Indenture").
Concurrently with this Solicitation, the Guarantor is soliciting
consents (the "Guarantor Consent Solicitation") of the holders of certain
outstanding notes issued by the Guarantor in the United States under that
certain indenture dated as of September 1, 1993 by the Guarantor, as
supplemented and amended by a First Supplemental Indenture dated as of August 4,
1994 and by a Second Supplemental Indenture dated as of April 7, 1995 (the
"Guarantor Indenture"), the whole upon the terms and subject to the conditions
set out in the Consent Solicitation Statement of the Guarantor dated May 16,
2006, a copy of which is attached as Exhibit A hereto (the "Guarantor Consent
Solicitation Statement"). The purpose of the Guarantor Consent Solicitation
Statement is to amend certain financial covenants contained in the Guarantor
Indenture. See the Guarantor Consent Solicitation Statement for a description of
the purpose and description of the proposed amendments (collectively referred to
herein as the "Guarantor Indenture Amendments") and all of the terms and
conditions of the Guarantor Consent Solicitation.
Under the guarantee, dated April 21, 2005, made by the Guarantor in
favour of the Trustee on behalf of the Registered Holders (the "Guarantee"), the
Guarantor covenanted directly in favour of the Trustee for itself and on behalf
of the holders of Notes, as an independent covenant of the Guarantor, to comply
with all covenants and other obligations contained in the Guarantor Indenture.
In accordance with the Canadian Indenture and the Guarantee, no amendment to the
Guarantor Indenture shall modify or effect the said covenant unless and until a
reciprocal amendment to said covenant has been consented to by a majority in
principal amount of the Registered Holders.
The purpose of this Solicitation is to give effect, under the Canadian
Indenture, to the adoption of the Guarantor Indenture Amendments. Effectiveness
of the consent of Registered Holders under the Canadian Indenture is conditioned
upon all of the conditions precedent to the effectiveness of the Guarantor
Indenture Amendments being met, including without limitation the receipt of
consents from registered holders of at least a majority of the outstanding
principal amounts of the notes issued under the Guarantor Indenture, the whole
as more fully set out in the Guarantor Consent Solicitation Statement.
If we receive the Requisite Consents (as defined below) at or prior to
the Expiration Date (as defined below) and the other conditions set forth herein
are satisfied or waived, (i) the Guarantor Indenture Amendments shall be
effective for the purposes of the Canadian Indenture and the Guarantee, (ii) a
supplemental indenture and an amendment to guarantee (collectively, the
"Amendment Documents") will be entered into in order to amend the Canadian
Indenture and the Guarantee, respectively, and to give effect to the Guarantor
Indenture Amendments, such amendments being more particularly described in
Exhibit B hereto and (iii) a consent fee (the "Consent Fee") of CAN$1.25 per
CAN$1,000 principal amount of the Notes will be paid to the consenting
Registered Holders of the Notes as described herein.
The terms and procedure applicable to the Solicitation are discussed in
more detail below. A Letter of Consent (a "Consent"), return envelope and
related materials are enclosed with this Consent Solicitation Statement.
IF ADOPTED, THE PROPOSED AMENDMENTS WILL BE BINDING ON ALL REGISTERED
HOLDERS, INCLUDING THOSE THAT DO NOT TIMELY CONSENT TO THE PROPOSED AMENDMENTS.
HOWEVER, ONLY THOSE REGISTERED HOLDERS THAT TIMELY CONSENT (AND DO NOT REVOKE
SUCH CONSENT) PRIOR TO THE EXPIRATION DATE WILL BE ELIGIBLE TO RECEIVE THE
CONSENT FEE.
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THE SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, MAY
31, 2006 UNLESS EXTENDED (SUCH DATE, AS IT MAY BE EXTENDED, THE "EXPIRATION
DATE"). CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO THE EXPIRATION DATE, BUT
NOT THEREAFTER.
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Requests for assistance in completing and delivering Consents, or for
additional copies of the Consent or this Consent Solicitation Statement, should
be directed to Global Bondholder Services Corporation, as the Information and
Tabulation Agent (the "Information and Tabulation Agent"), at the address or
telephone numbers set forth on the back cover of this Consent Solicitation
Statement. Questions concerning the terms of the Solicitation should be directed
to the Solicitation Agent at the address or telephone numbers set forth on the
back cover of this Consent Solicitation Statement.
The Solicitation Agent for the consent solicitation is:
UBS Investment Bank
This Consent Solicitation Statement is dated May 16, 2006.
CONSENT SOLICITATION
IMPORTANT INFORMATION
The Solicitation is being made upon the terms and subject to the
conditions contained in this Consent Solicitation Statement. Capitalized terms
used in this Consent Solicitation Statement and not otherwise defined have the
meanings given to such terms in the Canadian Indenture. When we refer to this
"Consent Solicitation Statement" we are referring not only to this Consent
Solicitation Statement, but also to the exhibits and other documents that we
refer to in, and incorporate by reference into, this document.
In making your decision, you should rely only on the information
contained in this Consent Solicitation Statement. We have not authorized anyone
to provide you with any different or supplemental information. If you receive
any such information, you should not rely on it. You should not assume that the
information in this Consent Solicitation Statement is accurate as of any date
other than the date on the cover page. The delivery of this Consent Solicitation
Statement shall not, under any circumstances, create any implication that the
information contained in it is correct as of any time subsequent to the date on
the cover page or that there has been no change in the information contained in
this Consent Solicitation Statement. By delivering your Consent, you represent
that you are consenting to the Proposed Amendments solely based on the
information contained in this Consent Solicitation Statement and your own
examination of us and the terms of the Proposed Amendments.
THE CONTENTS OF THIS CONSENT SOLICITATION STATEMENT SHOULD NOT BE
CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE. YOU SHOULD CONSULT YOUR OWN
ATTORNEY, BUSINESS ADVISOR AND TAX ADVISOR AS TO THOSE MATTERS. THIS CONSENT
SOLICITATION STATEMENT DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS IN THE
UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO
OR FROM WHOM, IT IS UNLAWFUL TO MAKE THIS SOLICITATION. PERSONS WHO RECEIVE THIS
CONSENT SOLICITATION STATEMENT MUST INFORM THEMSELVES ABOUT AND OBSERVE ANY
APPLICABLE RESTRICTIONS ON THE DISTRIBUTION AND SOLICITATION OF CONSENTS.
None of us, the Trustee, the Information and Tabulation Agent or the
Solicitation Agent makes any recommendation as to whether Registered Holders
should consent to the Proposed Amendments.
RECORD DATE
The record date for purposes of this Solicitation is the close of
business on May 15, 2006 (the "Record Date"). However, we may, in our sole
discretion, establish a new date that, when chosen, will be deemed to be the
"Record Date" for purposes of this Solicitation. Only Registered Holders as of
the Record Date, or a subsequent holder who has obtained a valid proxy from the
Registered Holder as of the Record Date, will be entitled to consent to the
Proposed Amendments. Registered Holders may consent by executing and delivering
prior to the Expiration Date, a properly completed Consent in accordance with
the instructions described in this Consent Solicitation Statement and the
Consent. For purposes of book entry Notes, only a CDS & Co. (as the nominee for
The Canadian Depository for Securities Limited, "CDS") participant listed on the
official CDS position listing as of the Record Date will be entitled to execute
the Consent as the Registered Holder thereof, pursuant to the CDS omnibus proxy
for participants entitled to consent as of the Record Date (the "CDS Omnibus
Proxy").
GENERAL TERMS OF THE SOLICITATION
The Proposed Amendments are being submitted as a single proposal. You
may not consent only to some but not all of the Proposed Amendments. You may
consent only to all of the Proposed Amendments or none of them. Partial or
conditional Consents will not constitute valid Consents. If the Requisite
Consents are not received by the Information and Tabulation Agent, on or prior
to 5:00 p.m., New York City time, on the Expiration Date, we will not execute
the Amendment Documents and the Proposed Amendments will not become operative.
If the Requisite Consents are received and not revoked on or prior to
the Expiration Date, the Amendment Documents will be executed by the Issuer, the
Guarantor and the Trustee and the Proposed Amendments will become operative.
Failure to complete and return a Consent will have the effect of a vote against
the Proposed Amendments.
The Proposed Amendments will not become operative until after the
satisfaction or waiver of the conditions to this Solicitation. These conditions
include receipt of the Requisite Consents and the satisfaction of the General
Conditions described under the heading "Conditions of the Solicitation."
We reserve the right to amend the terms and conditions of this
Solicitation at any time prior to the Expiration Date for any reason, including,
but not limited to, extending and/or terminating the Solicitation.
IF THE REQUISITE CONSENTS ARE RECEIVED AND THE PROPOSED AMENDMENTS
BECOME OPERATIVE, THE AMENDMENT DOCUMENTS AND THE AMENDMENTS TO THE CANADIAN
INDENTURE AND THE GUARANTEE EFFECTED THEREBY WILL BE BINDING ON ALL HOLDERS OF
NOTES, INCLUDING REGISTERED HOLDERS WHO DID NOT DELIVER A PROPERLY COMPLETED
CONSENT TO THE INFORMATION AND TABULATION AGENT, OR WHO REVOKED THEIR CONSENT,
ON OR PRIOR TO THE EXPIRATION DATE. All other provisions of the Canadian
Indenture and the Guarantee that are not amended by the Amendment Documents will
remain in full force and effect. Regardless of the outcome of this Solicitation,
the Notes will continue to be outstanding and will continue to accrue interest
as provided in the Notes and the Canadian Indenture.
Each completed Consent should be delivered by hand, courier, mail
(first class, postage prepaid) or facsimile (with the originally executed
Consent to follow) to the Information and Tabulation Agent at the address or
facsimile number set forth on the back cover of this Consent Solicitation
Statement. The Information and Tabulation Agent will deliver a copy of each
Consent to us and the Trustee. YOU SHOULD NOT DELIVER YOUR NOTES TO US, THE
SOLICITATION AGENT, THE INFORMATION AND TABULATION AGENT OR THE TRUSTEE AND YOU
SHOULD NOT DELIVER A CONSENT TO ANY PERSON OTHER THAN THE INFORMATION AND
TABULATION AGENT. DELIVERY OF A CONSENT TO ANY PERSON OTHER THAN THE INFORMATION
AND TABULATION AGENT WILL NOT BE VALID DELIVERY OF A CONSENT.
Giving a Consent will not affect a Registered Holder's right to sell or
transfer Notes. All valid Consents received, and not revoked, before the
Expiration Date will be effective even if there is a later transfer of the Notes
to which such Consent relates.
Enclosed with this Consent Solicitation Statement is the form of
Consent to be executed and delivered by the Registered Holders of the Notes,
along with instructions on how to complete and deliver such Consent.
CONSENT FEE
We will pay each Registered Holder of the Notes whose Consents have
been accepted in this Solicitation a Consent Fee equal to CAN$1.25 for each
CAN$1,000 principal amount of Notes as to which a Consent has been delivered by
such Registered Holder. The Consent Fee will be paid promptly following the
execution of the Amendment Documents. The Consents will expire if the Proposed
Amendments do not become operative. Interest will not accrue on or be payable
with respect to any Consent Fee.
REQUISITE CONSENT
To become operative, the Proposed Amendments must be approved by the
Registered Holders of at least a majority in aggregate principal amount of the
Notes (the "Requisite Majority"). Presently, CAN$150,000,000 aggregate principal
amount of Notes is outstanding. Accordingly, Consents from Registered Holders of
more than CAN$75,000,000 aggregate principal amount of Notes must be received by
the Information and Tabulation Agent, and not revoked, on or prior to the
Expiration Date. This Consent Solicitation Statement, the Consent and other
related documents are being sent to all persons who are Registered Holders as of
the close of business on the Record Date.
PROCEDURE FOR CONSENTING
A properly completed, executed and dated Consent must be delivered to
the Information and Tabulation Agent at the address or facsimile number
(followed by physical delivery of the originally executed Consent) set forth on
the back cover of this Consent Solicitation Statement on or prior to the
Expiration Date.
Only Registered Holders of the Notes as of the Record Date or holders
of a valid proxy from a Registered Holder may deliver a Consent. Any beneficial
owner of Notes who is not the Registered Holder of such Notes must arrange with
the Registered Holder, or holders of a valid proxy from the Registered Holder,
to execute and deliver the applicable Consent on such beneficial owner's behalf.
Consents executed by the Registered Holder should be executed exactly
the same way as their name(s) appear(s) on the Notes. If Notes to which a
Consent relates are held by two or more joint Registered Holders, all Registered
Holders should sign the Consent. If a Consent is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
Registered Holder acting in a fiduciary or representative capacity, such person
should so indicate when signing and should submit to the Information and
Tabulation Agent, along with the Consent, appropriate evidence (satisfactory to
us) of such person's authority to so act. If Notes are registered in different
names, separate Consents must be executed by each Registered Holder.
CONSENT PROCEDURES FOR HOLDERS WHOSE NOTES ARE NOT HELD IN THEIR NAME
Any person who wishes to deliver a Consent but whose Notes are held in
the name of a brokerage firm, bank nominee or other institution must either:
o obtain a valid proxy from that institution, or
o instruct that institution to execute the appropriate Consent on their
behalf.
We anticipate that CDS, as nominee holder of the Notes, will execute
the CDS Omnibus Proxy which authorizes its participants to consent with respect
to the Notes owned by the CDS participants and held in the name of CDS as
specified on the CDS position listing as of the Record Date. In such case, all
references to "Registered Holders" shall, unless otherwise specified, include
such CDS participants. For purposes of book entry Notes, the CDS participant
listed on the official CDS position listing as of the Record Date shall be
entitled to execute the consents as the Registered Holder thereof, pursuant to
the CDS Omnibus Proxy.
CONSENT PROCEDURES FOR PURCHASERS OF NOTES AFTER THE RECORD DATE
If a person purchases Notes after the Record Date and the Registered
Holder of such Notes as of the Record Date previously consented (or thereafter
consents) to the Proposed Amendments, such consent of the Registered Holder as
of the Record Date, and not the subsequent holder, will be accepted by the
Information and Tabulation Agent if it was (or is) validly submitted. However,
if a person purchases Notes after the Record Date and the Registered Holder of
such Notes as of the Record Date has not previously consented to the Proposed
Amendments, the purchaser may obtain a valid proxy from the Registered Holder as
of the Record Date and submit a Consent on or prior to the Expiration Date.
All questions as to the validity, form, eligibility, receipt and
revocation of any Consent will be resolved by us in our sole discretion, and our
determination will be final and binding. We reserve the right to waive any
defects or irregularities or conditions of delivery as to a particular Consent.
Our interpretation of the terms and conditions of the Solicitation will be
conclusive and binding.
EXPIRATION DATE, EXTENSIONS, TERMINATION AND AMENDMENT
The term "Expiration Date" means 5:00 p.m., New York City time, on
Wednesday, May 31, 2006, unless we, in our sole discretion, extend the period
during which the Solicitation is open. In that event, the term "Expiration
Date" will mean the latest time and date on which the Solicitation, as so
extended, will expire. We reserve the right:
o to extend the Solicitation at any time or from time to time, until the
Requisite Consents have been received;
o to terminate the Solicitation at any time prior to the Expiration Date,
whether or not the Requisite Consents have been received; and
o to amend, at any time or from time to time, the terms of the Solicitation,
including, without limitation, by revising the terms of the Proposed Amendments
or by establishing a new Record Date.
Any extension of the Expiration Date will be effective if we give oral
or written notice thereof to the Trustee no later than 9:00 a.m. (and, if such
notice is given orally, followed by written notice to the Trustee and the
Solicitation Agent (given by facsimile or otherwise) no later than 4:00 p.m.),
New York City time, on the first Business Day (as defined in the Canadian
Indenture) following any previously announced Expiration Date. Any termination
or amendment of the Solicitation will be effective upon written notice thereof
to the Trustee. Any extension, termination or amendment will be followed as
promptly as practicable by written notice thereof to the Registered Holders as
of the Record Date. Such notice may provide that we are extending the
Solicitation for a specified period of time or on a daily basis until 5:00 p.m.,
New York City time, on the date on which the Requisite Consents are received.
Failure of any Registered Holder to receive such notice will not affect the
extension, termination or amendment of the Solicitation.
If the Solicitation is amended in a manner determined by us to
materially affect holders of the Notes prior to the Expiration Date, we will
promptly disclose such amendment and may, if appropriate, extend the
Solicitation for a period adequate to permit Registered Holders to properly
deliver or revoke their Consents. Other than as set forth in this Consent
Solicitation Statement, once delivered, Consents may not be revoked.
CONDITIONS OF THE SOLICITATION
Notwithstanding any other provision of this Consent Solicitation
Statement, the effectiveness of the Proposed Amendments is conditioned upon:
o the satisfaction of each of the conditions set forth under the heading
"Conditions of the Solicitation" of the Guarantor Consent Solicitation
Statement;
o the receipt of the Requisite Consents and the execution of the Amendment
Documents; and
o satisfaction of the General Conditions defined below.
We may, in our reasonable discretion, waive any or all of these General
Conditions. We may not, however, waive the conditions with respect to the
receipt of the Requisite Consents or the execution of the Amendment Documents or
the satisfaction of the conditions set forth under the heading "Conditions of
the Solicitation" of the Guarantor Consent Solicitation Statement.
The "General Conditions" will be deemed to have been satisfied on the
Expiration Date, unless, on or after the date hereof and prior to the Expiration
Date, there shall have been instituted or threatened or be pending any action,
suit or other proceeding or investigation by any governmental authority or
agency or any other person that:
o questions the legality, validity, binding effect, enforceability or
effectiveness of the Proposed Amendments or the entering into the Amendment
Documents;
o seeks to have the Notes paid prior to maturity or which questions the accuracy
or completeness of any of the statements made in this Consent Solicitation
Statement or in any of the other documents referred to herein; or
o if adversely determined, would make unlawful or invalid, would enjoin the
implementation of, or would impose damages as a result of, any of the foregoing.
REVOCATION OF CONSENTS
Each properly completed and duly executed Consent will be counted,
notwithstanding any subsequent transfer of the Notes to which such Consent
relates, unless such Consent has been validly revoked in accordance with the
procedures described below. A Consent or revocation thereof delivered by a
Registered Holder on or after the Record Date shall be deemed to supersede any
earlier Consent or revocation relating to the same Notes.
Prior to the Expiration Date, any Registered Holder may revoke any
Consent given as to any or all of its Notes (in integral multiples of
CAN$1,000). A Registered Holder desiring to revoke a Consent must, prior to the
Expiration Date, deliver to the Information and Tabulation Agent, by mail, hand
delivery, overnight courier or facsimile (confirmed by receipt of physical
delivery of the executed original), a written revocation of such Consent
containing the name(s) and address(es) of such Registered Holder, the principal
amount of Notes to which such revocation relates, the Registered Holder's CDS
Participant Number. Consents not properly or timely revoked will become
irrevocable on the Expiration Date.
A revocation must be executed by a Registered Holder exactly as the
name of such Registered Holder appears on the Consent to which such revocation
relates. If a revocation is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other Registered Holder
acting in a fiduciary or representative capacity, such person must so indicate
when signing and must submit to the Information and Tabulation Agent appropriate
evidence (satisfactory to us) of such person's authority to so act, along with
the revocation. A revocation shall be effective only as to the Notes identified
in the revocation and only if such revocation complies with the provisions of
this Consent Solicitation Statement.
Any beneficial owner whose Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to revoke a Consent should contact such broker, dealer, commercial bank, trust
company or other nominee promptly and instruct them to revoke such Consent.
A REGISTERED HOLDER WHO HAS DELIVERED A REVOCATION MAY THEREAFTER
DELIVER A NEW CONSENT BY FOLLOWING ONE OF THE PROCEDURES DESCRIBED ABOVE UNDER
"PROCEDURE FOR CONSENTING" AT ANY TIME PRIOR TO THE EXPIRATION DATE.
EXPENSES OF SOLICITATION
We will bear the expenses of preparing, printing and mailing this
Consent Solicitation Statement, including all exhibits, annexes, the form of
Consent and other related documents to Registered Holders as of the Record Date.
We will also bear all of our legal, accounting and other expenses. In addition
to Solicitation by use of the mail, Consents may be solicited by directors,
officers, employees and agents of us in person or by telephone, telegram or
other means of communication. These directors, officers, employees and agents
will not be separately compensated for such solicitations but may be reimbursed
for out-of-pocket expenses incurred by them in connection with this
Solicitation. Arrangements may also be made with brokerage houses, custodians,
nominees and fiduciaries for forwarding this Consent Solicitation Statement to
the beneficial owners of the Notes held of record by those parties, and we may
reimburse these entities for reasonable expenses incurred by them in connection
with their participation.
We have retained UBS Securities LLC ("UBS") as the Solicitation Agent
for solicitation and advisory services in connection with this Solicitation. UBS
will receive customary compensation from us for its services. UBS will also be
reimbursed for reasonable out-of-pocket expenses it incurs, including the
reasonable fees and expenses of its counsel, and will be indemnified by us
against certain liabilities, including liabilities under applicable securities
laws in Canada, in either case incurred in connection with this Solicitation.
UBS will solicit Consents from individuals, brokers, bank nominees and other
institutional holders of the Notes.
We have also retained Global Bondholder Services Corporation as
Information and Tabulation Agent to assist us in connection with this
Solicitation and we will pay the Information and Tabulation Agent compensation
for such assistance. The Information and Tabulation Agent will also be
indemnified by us against certain liabilities and expenses it incurs in
connection with this Solicitation, including liabilities under applicable
securities laws in Canada.
EXHIBIT A
GUARANTOR CONSENT SOLICITATION STATEMENT
(Attachment begins on next page.)
EXHIBIT B
AMENDMENTS TO CANADIAN INDENTURE AND GUARANTEE
1. The definition of "Guarantor Indenture" in Section 1.1 of the Canadian
Indenture shall be amended to include a reference to the third
supplemental indenture that is to be executed by the Guarantor in order
to implement the Guarantor Indenture Amendments (the "Guarantor
Supplement").
2. Exhibit C to the Canadian Indenture shall be amended by including
therein the Guarantor Supplement.
3. The definition of "Guarantor Indenture" in the first sentence of the
fourth paragraph of the Guarantee and of the Form of Guarantee set
forth as Exhibit B to the Canadian Indenture, shall be amended to
include a reference to the Guarantor Supplement.
4. Annex A to the Guarantee and the Form of Guarantee set forth as Exhibit
B to the Canadian Indenture shall be amended by including therein the
Guarantor Supplement.
THE SOLICITATION AGENT FOR THIS SOLICITATION IS:
UBS INVESTMENT BANK
677 WASHINGTON BLVD.
STAMFORD, CT 06901
(203) 719-4210 (CALL COLLECT)
(888) 722-9555 EXT. 4210 (TOLL FREE)
ATTN: LIABILITY MANAGEMENT GROUP
Any questions concerning the terms of this Solicitation may be directed
to the Solicitation Agent.
THE INFORMATION AND TABULATION AGENT FOR THIS SOLICITATION IS:
GLOBAL BONDHOLDER SERVICES CORPORATION
65 BROADWAY, SUITE 723
NEW YORK, NY 10006
ATTENTION: CORPORATE ACTIONS
(212) 430-3774 (CALL COLLECT)
(866) 470-3700
BY FACSIMILE TRANSMISSION: BY HAND DELIVERY, MAIL OR OVERNIGHT COURIER:
212-430-3775 GLOBAL BONDHOLDER SERVICES CORPORATION,
65 BROADWAY--SUITE 723, NEW YORK, NY 10006
THE TRUSTEE UNDER THE CANADIAN INDENTURE IS:
BNY TRUST COMPANY OF CANADA
ALL CONSENTS AND REVOCATIONS OF CONSENTS SHOULD BE SENT TO THE INFORMATION AND
TABULATION AGENT AT THE ADDRESS SPECIFIED ABOVE. REQUESTS FOR ASSISTANCE IN
COMPLETING AND DELIVERING CONSENTS, OR FOR ADDITIONAL COPIES OF THE CONSENT OR
THIS CONSENT SOLICITATION STATEMENT, SHOULD BE DIRECTED TO THE INFORMATION AND
TABULATION AGENT. QUESTIONS CONCERNING THE TERMS OF THE SOLICITATION SHOULD BE
DIRECTED TO THE SOLICITATION AGENT.