EX-99.2 3 tm2527819d2_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

CANADIAN NATURAL RESOURCES LIMITED

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

ANY AND ALL OUTSTANDING 5.000% NOTES DUE 2029 ISSUED ON DECEMBER 6, 2024 FOR UP TO US$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 5.000% NOTES DUE 2029

AND

ANY AND ALL OUTSTANDING 5.400% NOTES DUE 2034 ISSUED ON DECEMBER 6, 2024 FOR UP TO US$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 5.400% NOTES DUE 2034

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 4, 2025 UNLESS EXTENDED (THE "EXPIRATION DATE"). WE DO NOT CURRENTLY INTEND TO EXTEND THE EXPIRATION DATE. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Deliver to Computershare Trust Company, N.A. (the "Exchange Agent")

1505 Energy Park Drive

St. Paul, MN 55108

Attention: Bondholder Communications

E-mail: CCTBondholderCommunications@computershare.com
Telephone: (800)344-5128
Fax: (877) 407-4679

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of this Letter of Transmittal via facsimile to a number or via email to an email address other than as set forth above, will not constitute a valid delivery. Please read the instructions set forth in this Letter of Transmittal carefully before completing any box below.

The undersigned acknowledges that he, she or it has received this Letter of Transmittal (the "Letter") and the Prospectus Supplement dated October 3, 2025 (the "Prospectus Supplement") to the short form base shelf prospectus dated August 28, 2025 relating to the offering from time to time of up to US$4,500,000,000 of debt securities (the "Base Prospectus" and together with the Prospectus Supplement, the "Prospectus") of Canadian Natural Resources Limited (the "Company") relating to the Company's offer to exchange up to (i) US$750,000,000 aggregate principal amount of the Company's 5.000% Notes due 2029 (the "New 2029 Notes") and (ii) US$750,000,000 aggregate principal amount of the Company's 5.400% Notes due 2034 (the "New 2034 Notes" , and together with the New 2029 Notes, the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "1933 Act"), for an equivalent principal amount of its issued and outstanding unregistered (i) US$750,000,000 aggregate principal amount of the Company's 5.000% Notes due 2029 (the "Initial 2029 Notes") and (ii) US$750,000,000 aggregate principal amount of its outstanding unregistered 5.400% Notes due 2034 (the "Initial 2034 Notes", and together with the Initial 2029 Notes, the "Initial Notes"), by the registered holders thereof ("Holders"). The Prospectus and this Letter together constitute the Company’s offer to exchange (the "Exchange Offer") its New Notes for an equivalent principal amount of its Initial Notes, from the Holders.

The following table sets forth information regarding the Initial Notes and the New Notes:

Title of Series of Initial Notes | Rule 144A CUSIP/ISIN Numbers of Initial Notes | Regulation S CUSIP/ISIN Numbers of Initial Notes | Maturity Date of Initial Notes | Aggregate Amount Outstanding | Exchange Consideration | Title of Series of New Notes | CUSIP/ISIN Numbers of New Notes | Maturity Date of New Notes
5.000% Notes due 2029 | 136385BB6 / US136385BB60 | C18478AA2 / USC18478AA20 | December 15, 2029 | US$750,000,000 | an equal principal amount of newly issued and registered 5.000% Notes due 2029 | 5.000% Notes due 2029 | 136385BD2 / US136385BD27 | December 15, 2029
5.400% Notes due 2034 | 136385BC4 / US136385BC44 | C18478AB0 / USC18478AB03 | December 15, 2034 | US$750,000,000 | an equal principal amount of newly issued and registered 5.400% Notes due 2034 | 5.400% Notes due 2034 | 136385BE0 / US136385BE00 | December 15, 2034

As described herein, all Initial Notes properly tendered for exchange will either be exchanged for New Notes or will be returned promptly after the termination or withdrawal of the Exchange Offer. For each Initial Note accepted for exchange, the Holder of such Initial Note will receive a New Note having a principal amount equal to that of, and representing the same indebtedness of that represented by, the surrendered Initial Note. The New Notes will accrue interest from the last interest payment date on which interest was paid on the Initial Notes or, if no interest has been paid on the Initial Notes, from the issue date of the Initial Notes. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid or, if no interest has been paid, from the issue date of the Initial Notes. Initial Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Initial Notes whose Initial Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Initial Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be completed by a Holder of Initial Notes if a tender of Initial Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC") (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "Exchange Offer – Book-Entry Delivery Procedure" in the Prospectus Supplement. Holders of Initial Notes who are unable to deliver confirmation of the book-entry tender of their Initial Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures set forth in "Exchange Offer – Guaranteed Delivery Procedure" in the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

DELIVERY OF THE AGENT'S MESSAGE BY DTC, EUROCLEAR OR CLEARSTREAM WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT'S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH THE DTC AUTOMATED TENDER OFFER PROGRAM ("ATOP").

List below the Initial Notes to which this Letter relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separately signed schedule affixed hereto.

DESCRIPTION OF INITIAL NOTES TENDERED
(1) Name(s) and Address(es) of Certificate Holders(s) (Please fill in Certificate Number(s)*) or Registered Holder(s) | (2) Principal Amount of Initial 2029 Notes Tendered** | (3) Principal Amount of Initial 2034 Notes Tendered**

| * | Need not be completed if Initial Notes are being tendered by book-entry transfer.

| ** | Unless otherwise indicated in column (2) or (3) of the above table, the Holder will be deemed to have tendered the full aggregate principal amount of such Initial Notes. See Instruction 2. Initial Notes tendered hereby must be in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. See Instruction 5.

ACCOUNT INFORMATION

☐CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: |  |

Account Number: |  |

Transaction Code Number: |  |

BY CREDITING THE INITIAL NOTES TO THE EXCHANGE AGENT'S ACCOUNT WITH THE BOOK-ENTRY TRANSFER FACILITY'S ATOP AND BY COMPLYING WITH THE APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFER, THE HOLDER OF THE NOTES ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS LETTER AND CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL OWNER OF SUCH INITIAL NOTES ALL PROVISIONS OF THIS LETTER APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH BENEFICIAL OWNERS HAD COMPLETED THE INFORMATION REQUIRED HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER.

☐ CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s): |  |

Window Ticket Number (if any) |  |

Name of Eligible Institution that Guaranteed Delivery: |  |

Date of Execution of Notice of Guaranteed Delivery: |  |

Account Number: |  |

Transaction Code Number: |  |

☐ CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS SUPPLEMENT, TO RECEIVE, AND WISH TO RECEIVE, ADDITIONAL COPIES OF THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN THE EARLIER OF (A) 180 DAYS FROM THE DATE ON WHICH THE REGISTRATION STATEMENT (AS DEFINED IN THE PROSPECTUS SUPPLEMENT) IS DECLARED EFFECTIVE; AND (B) THE DATE ON WHICH A BROKER-DEALER IS NO LONGER REQUIRED TO DELIVER A PROSPECTUS IN CONNECTION WITH

MARKET-MAKING OR OTHER TRADING ACTIVITIES.

Name: |  |

Address: |  |

Number of Copies Requested: |  |

IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED REPRESENTS THAT IT IS NOT PARTICIPATING IN, AND DOES NOT INTEND TO PARTICIPATE IN, A DISTRIBUTION OF NEW NOTES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR INITIAL NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, IT ACKNOWLEDGES AND REPRESENTS THAT IT WILL DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE 1933 ACT IN CONNECTION WITH ANY RESALES OF SUCH NEW NOTES, WHICH PROSPETUS DELIVERY REQUIREMENT MAY BE SATISFIED BY THE DELIVERY BY SUCH BROKER-DEALER OF THE PROSPECTUS; HOWEVER, BY SO ACKNOWLEDGING AND REPRESENTING AND BY DELIVERING SUCH A PROSPECTUS THE UNDERSIGNED WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE 1933 ACT. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES, IT REPRESENTS THAT THE INITIAL NOTES TO BE EXCHANGED FOR THE NEW NOTES WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. IN ADDITION, SUCH BROKER-DEALER REPRESENTS THAT IT IS NOT ACTING ON BEHALF OF ANY PERSON WHO COULD NOT TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS.

SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Initial Notes indicated above in exchange for a like principal amount of the New Notes. Subject to, and effective upon, the acceptance for exchange of such Initial Notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Initial Notes as are being tendered hereby, including all rights to accrued and unpaid interest thereon as of the Expiration Date and any and all claims in respect of or arising or having arisen as a result of the undersigned's status as a holder of the Initial Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact (with full knowledge that said Exchange Agent also acts as the agent of the Company in connection with the Exchange Offer) to cause the Initial Notes to be assigned, transferred and exchanged.

The undersigned hereby represents and warrants that (i) it has full power and authority to tender, exchange, assign and transfer the Initial Notes and to acquire New Notes issuable upon the exchange of such tendered Initial Notes and (ii) when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company.

The undersigned hereby further represents and warrants that any New Notes acquired in exchange for Initial Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the Holder of such Initial Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of Initial Notes or New Notes, that neither the Holder of such Initial Notes nor any such other person is an "affiliate," as defined in Rule 405 under the 1933 Act, of the Company and that neither the Holder of such Initial Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

The undersigned acknowledges that the Exchange Offer is being made based upon the Company's understanding of the interpretations of the staff of the Securities and Exchange Commission (the "SEC") set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Initial Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an "affiliate" of the Company within the meaning of Rule 405 under the 1933 Act), without compliance with the registration and prospectus delivery provisions of the 1933 Act, provided that such New Notes are acquired in the ordinary course of such Holder's business, at the time of commencement of the Exchange Offer such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances.

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resales of such New Notes, which prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of the Prospectus; however, by so acknowledging and by delivering a prospectus meeting the requirements of the 1933 Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the 1933 Act.

The undersigned acknowledges that, if it is unable to make the foregoing acknowledgements and representations, it cannot rely on the foregoing interpretations of the staff of the SEC expressed in the no-action letters and, in the absence of an exemption from registration under the 1933 Act, it must comply with the registration and prospectus delivery requirements of the 1933 Act in connection with any resale of the New Notes. Failure to comply with such requirements in such instance could result in the undersigned incurring liability under the 1933 Act for which it will not be indemnified by the Company. The undersigned, whether or not it is a broker-dealer, also represents that it is not acting on behalf of any person that could not truthfully and completely make any of the foregoing acknowledgements and representations.

The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Initial Notes) with the Prospectus. The Prospectus, as it may be amended or supplemented from time to time, may be used by certain broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus) ("Participating Broker-Dealers") for a period of time ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement referenced in the Prospectus) is declared effective and (ii) the date on which Participating Broker-Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company has agreed that, for such period of time, it shall provide sufficient copies of the latest version of the Prospectus to such a broker-dealer which elects to exchange Initial Notes, acquired for its own account as a result of market making or other trading activities, for New Notes pursuant to the Exchange Offer for use in connection with any resale of such New Notes. By accepting the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Company prior to using the Prospectus in connection with the sale or transfer of New Notes and that, upon receipt of notice from the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (i) the Company has amended or supplemented the Prospectus to correct such misstatement or omission and (ii) the Company has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Company has not otherwise agreed to furnish such copies and decline to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of New Notes. A broker-dealer that acquired Initial Notes in a transaction other than as part of its market-making activities or other trading activities will not be able to participate in the Exchange Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Initial Notes. The undersigned agrees that acceptance of any tendered Initial Notes by the Company and the issuance of New Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement referenced in the Prospectus to register the Initial Notes of the undersigned. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "Exchange Offer —Withdrawal of Tenders" in the Prospectus Supplement.

Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please credit the account indicated above maintained at the Book-Entry Transfer Facility. THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL NOTES TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET FORTH IN SUCH BOX ABOVE. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 3 and 4)

To be completed ONLY if Initial Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue New Notes and any Initial Notes delivered herewith but not exchanged to:

[PLEASE PRINT OR TYPE]

Name and Capacity: |  |  |

Address (including zip code): |  |  |

Tax Identification or Social Security Number: |  |  |

¨Credit unexchanged Initial Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:

(Name of book-entry transfer facility)

(Account number)

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

REGISTERED HOLDER(S) OF INITIAL NOTES SIGN HERE
(to be completed by all tendering Holders)

x

x

(Signature(s) of Registered Holder(s))

If a Holder is tendering an Initial Note, this Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Initial Note or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

[PLEASE PRINT OR TYPE]

Name and Capacity (full title): |  |

Address (including zip code): |  |

Dated: |  |

SIGNATURE GUARANTEE
(If required — See Instruction 4)

Authorized Signature: |  |

Name and Title: |  |

Name of Firm: |  |

Area Code and Telephone Number: |  |

Dated: |  |

(Please complete accompanying form W-9)

INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER

| 1. | Delivery of this Letter and notes; guaranteed delivery procedures.

This Letter is to be completed by Holders of Initial Notes if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the "Exchange Offer—Book-Entry Transfer" section of the Prospectus Supplement. Book-Entry Confirmation, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Initial Notes tendered hereby must be in denominations of principal amount of U.S.$2,000 and any integral multiple of U.S.$1,000 in excess thereof. Holders who cannot complete the procedure for book-entry transfer on a timely basis may tender their Initial Notes pursuant to the guaranteed delivery procedures set forth in the "Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus Supplement. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined herein), (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Initial Notes and the amount of Initial Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery a Book-Entry Confirmation and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a Book-Entry Confirmation and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter and all or any other required documents is at the election and risk of the tendering Holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If this Letter and all other required documents are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. See the "Exchange Offer—Terms of the Exchange Offer" section of the Prospectus Supplement.

| 2. | Signatures on this Letter; bond powers; guarantee of signatures.

If this Letter is signed by a participant in the Book-Entry Facility, the signature must correspond exactly with the name as it appears on the security position listing of the Holders of the Initial Notes. If any tendered Initial Notes are owned of record by two or more joint owners, all of such owners must sign this Letter. If this Letter is signed by registered Holder(s) of the Initial Notes specified herein and tendered thereby, no separate bond powers are required unless the New Notes are to be issued, or untendered Initial Notes are to be reissued, to a person other than the registered Holder. Signatures on such bond power(s) must be guaranteed by an Eligible Institution.

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

SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 2 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM ("STAMP"), THE STOCK EXCHANGE MEDALLION PROGRAM ("SEMP") AND THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM ("MSP"), OR ANY OTHER "ELIGIBLE GUARANTOR INSTITUTION" (AS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN "ELIGIBLE INSTITUTION") SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE INITIAL NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF INITIAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH INITIAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" IN THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

| 3. | Special issuance instructions.

Holders tendering Initial Notes by book-entry transfer may request that Initial Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate herein.

| 4. | Taxpayer identification number; backup withholding; Form W-9.

Under U.S. federal income tax law, payments made in respect of New Notes issued pursuant to the Exchange Offer may be subject to U.S. federal backup withholding (currently at the rate of 24%). In order to avoid such backup withholding, each tendering holder (or other payee) that is a "United States person" ("U.S. Person") within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), should complete and sign the U.S. Internal Revenue Service ("IRS") Form W-9 attached hereto, on which form such holder must provide its taxpayer identification number ("TIN") and certify, under penalties of perjury, that (a) the TIN provided is correct or that such holder is awaiting a TIN; (b) the holder is not subject to U.S. federal backup withholding because (i) the holder has not been notified by the IRS that the holder is subject to U.S. federal backup withholding as a result of failure to report interest or dividends, (ii) the IRS has notified the holder that the holder is no longer subject to U.S. federal backup withholding or (iii) the holder is exempt from U.S. federal backup withholding; and (c) the holder is a U.S. Person. If a holder has been notified by the IRS that it is subject to U.S. federal backup withholding, it must follow the applicable instructions included with the IRS Form W-9. The TIN for an individual U.S. citizen or resident is the individual’s social security number or individual taxpayer identification number, and for other holders it is the holder’s employer identification number.

If the tendering holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should follow the applicable instructions included with the IRS Form W-9. If the applicable withholding agent is not provided with the correct TIN, the holder may be subject to a penalty imposed by the Code in addition to U.S. federal backup withholding on payments to such holder.

Holders that are not U.S. Persons ("foreign holders") should not complete the IRS Form W-9. In order for a foreign holder to avoid U.S. federal backup withholding, such holder must submit a statement (generally, an applicable IRS Form W-8), signed under penalties of perjury, attesting to that person's non-U.S. Person status. Such IRS Forms W-8 can be obtained from the Exchange Agent or online from the IRS at www.irs.gov.

Certain holders (including all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements but must complete the attached IRS Form W-9 or the appropriate IRS Form W-8, as applicable. Holders are urged to consult their tax advisor as to the holder’s qualification for an exemption from backup withholding and the procedure for obtaining such exemption.

For further information concerning backup withholding and instructions for completing the IRS Form W-9 (including how to obtain a TIN and complete the IRS Form W-9 if you do not currently have a TIN and how to complete the IRS Form W-9 if your Initial Notes are registered in more than one name), consult the instructions included with the IRS Form W-9.

U.S. federal backup withholding is not an additional tax. Rather, if the required information is furnished to the IRS, the U.S. federal income tax liability of a person subject to U.S. federal backup withholding will be reduced by the amount of such tax withheld. If withholding results in an overpayment of U.S. federal income taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.

| 5. | Transfer taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Initial Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Initial Notes tendered hereby, or if tendered Initial Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Initial Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder. Except as provided in this instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Initial Notes specified in this Letter.

| 6. | Waiver of conditions.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

| 7. | No conditional tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Initial Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Initial Notes for exchange. None of the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Initial Notes nor shall any of them incur any liability for failure to give any such notice.

| 8. | Withdrawal rights.

Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal of a tender of Initial Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Initial Notes to be withdrawn (the "Depositor"), (ii) identify the Initial Notes to be withdrawn (including the principal amount of such Initial Notes), (iii) specify the number of the account at the Book-Entry Transfer Facility from which the Initial Notes were tendered and specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility, (iv) contain a statement that such Holder is withdrawing its election to have such Initial Notes exchanged, (v) be signed by the Holder in the same manner as the original signature on the Letter by which such Initial Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have Computershare Trust Company, N.A., as trustee with respect to the Initial Notes register the transfer of such Initial Notes in the name of the person withdrawing the tender and (vi) specify the name in which such Initial Notes are registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Initial Notes so withdrawn are validly retendered. Any Initial Notes that have been tendered for exchange but which are not exchanged for any reason (including the termination or withdrawal of the Exchange Offer) will be returned to the tendering Holder thereof without cost to such Holder by being credited to an account maintained with the Book-Entry Transfer Facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Initial Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

| 9. | Requests for assistance or additional copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address, email address and telephone number indicated above.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF APPLICABLE) OR AN AGENT'S MESSAGE TO THE BOOK-ENTRY TRANSFER FACILITY TOGETHER WITH CONFIRMATION OF BOOK-ENTRY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE.