Neovia Logistics Intermediate Holdings, LP
Neovia Logistics Intermediate Finance Corporation

Eligibility Letter

With Respect to the Offer to Purchase and Exchange
10.00%/10.75% Senior PIK Toggle Notes due 2018
for Cash and/or
10.00%/10.75% Senior PIK Toggle Notes due 2020 and Cash
And
Solicitation of Consents in Respect of Existing Notes

To the beneficial owners or duly authorized representative acting on behalf of the beneficial owners of the following securities of the Issuers (defined below):

SERIES CUSIP
10.00%/10.75% Senior PIK Toggle Notes
due 2018 (the “Existing Notes”)
64066FAA1 (144A)
U64058AA5 (Reg S)

Neovia Logistics Intermediate Holdings, LP (the “Issuer”) and Neovia Logistics Intermediate Finance Corporation (the “Co-Issuer,” and together with the Issuer, the “Issuers”) are considering undertaking a transaction with respect to the Existing Notes. If you are an Eligible Holder, as defined below, or a representative acting on behalf of one or more Eligible Holders, of any Existing Notes, please click “I am an Eligible Holder” and “Continue” to complete the Eligibility Letter. If you are not an Eligible Holder, we request that you take no action at this time.

An “Eligible Holder” is a beneficial owner (or person who is considering becoming a beneficial owner) that certifies that it is (a) either (i) a “qualified institutional buyer” (“QIB”) within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) a person outside of the United States that is not a “U.S. person” within the meaning of Regulation S under the Securities Act and is not acquiring for the account or benefit of a U.S. person; and (b) if outside the United States, a “Non-U.S. Qualified Offeree.”

If you do not submit a valid Eligibility Letter, you will not be entitled to receive any documents or materials relating to the transaction the Issuers are considering undertaking with respect to the Existing Notes.

I am an "Eligible Holder"

I am not an "Eligible Holder"

 



You may direct any questions to:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 967-5071
E-mail: nlih@dfking.com
By Facsimile (for Eligible Institutions only): (212) 709-3328
Confirmation by Telephone: (212) 269-5552
Attention: Andrew Beck

DEFINITIONS

“Qualified Institutional Buyer” means:

(i)       (i) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(A)      Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(B)       Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(C)       Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(D)      Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(E)       Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(F)       Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(G)      Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

(H)      Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(I)        Any investment adviser registered under the Investment Advisers Act.

(ii)       Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

(iii)       Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

(iv)       Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.  “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(A)      Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(B)       Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

(v)       Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

(vi)       Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

(1)       In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

(2)       The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published.  In the latter event, the securities may be valued at market for purposes of this section.

(3)       In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

(4)       Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

“U.S. person” means:

(i)       Any natural person resident in the United States;

(ii)       Any partnership or corporation organized or incorporated under the laws of the United States;

(iii)       Any estate of which any executor or administrator is a U.S. person;

(iv)       Any trust of which any trustee is a U.S. person;

(v)       Any agency or branch of a foreign entity located in the United States;

(vi)        Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(vii)       Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii)       Any partnership or corporation if:

(A)        Organized or incorporated under the laws of any foreign jurisdiction; and

(B)       Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

******

The following are not “U.S. persons”:

(i)       Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(ii)       Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(A) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(B) The estate is governed by foreign law;

(iii)       Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(iv)       An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(v)       Any agency or branch of a U.S. person located outside the United States if:

(A)        The agency or branch operates for valid business reasons; and

(B)       The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(vi)        The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

******

“Non-U.S. Qualified Offeree” means a holder of Existing Notes (or person who is considering becoming a holder) that is in compliance with the following representations:

(i)       Such entity is not resident in a Member State of the European Economic Area which has implemented the Prospectus Directive (each a “Relevant Member State”) or, if it is a resident in a Relevant Member State, it is a “qualified investor” (within the meaning of Article 2(1)(e) of the Prospectus Directive and any relevant implementing measure in such Relevant Member State). The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in such Relevant Member State.

(ii)       Such entity is not located or resident in the United Kingdom, or if it is located or resident in the United Kingdom, it is a person falling within the definition of “investment professionals” (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43 of the Order, or to whom the Tender and Exchange Offer and any other documents and/or materials in relation thereto may otherwise lawfully be communicated in accordance with the Order.

(iii)       Such entity that is not located or resident in any of the jurisdictions referred to in paragraphs (i) or (ii) above, and it is a person to whom the Tender and Exchange Offer may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.