exv4w5



 








 




    EXHIBIT
    4.5



 



    THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
    ATTENTION. If you are in any doubt as to the action to be taken,
    you should immediately consult your broker, bank manager,
    lawyer, accountant, investment advisor or other
    professional.



 



    This document relates to an exchange offer (the
    “Exchange Offer”) made by Berkshire Hathaway
    Finance Corporation (“BHFC”). The Exchange
    Offer is described in the Prospectus,
    dated          ,
    2008 (the “Prospectus”), and in this Letter of
    Transmittal (this “Letter of Transmittal”). All
    terms and conditions contained or otherwise referred to in the
    Prospectus are deemed to be incorporated in and form a part of
    this Letter of Transmittal. Therefore, you are urged to read the
    Prospectus and the items referred to therein carefully. The
    terms and conditions contained in the Prospectus, together with
    the terms and conditions governing this Letter of Transmittal
    and the instructions herein, are collectively referred to below
    as the “terms and conditions.”



 




    LETTER OF
    TRANSMITTAL




    Relating to




    the Offer by Berkshire Hathaway
    Finance Corporation




    to
    Exchange 4.50% Senior Notes Due 2013,




    unconditionally guaranteed by
    Berkshire Hathaway Inc.




    (“Registered
    Notes”)




    For




    4.50% Senior Notes Due
    2013,




    unconditionally guaranteed by
    Berkshire Hathaway Inc.




    (“Outstanding
    Notes”)






 




    The Exchange Offer for the
    Outstanding Notes will expire at 5:00 p.m., New York City
    time,
    on          ,
    2008, unless extended by BHFC (the “Expiration
    Date”).










 















 






    Each holder of Outstanding Notes wishing to accept the Exchange
    Offer, except holders of Outstanding Notes executing their
    tenders through the Automated Tender Offer Program
    (“ATOP”) procedures of The Depository Trust
    Company (“DTC”), should complete, sign and
    submit this Letter of Transmittal to the exchange agent,
    J.P. Morgan Trust Company, National Association (the
    “Exchange Agent”), on or prior to the
    Expiration Date.



 



    The Bank of New York Trust




    Corporate Trust Dept. — Reorganization Unit




    101 Barclay Street, 7E




    New York, NY 10286






 




    Delivery of this Letter of Transmittal to an address, or
    transmission of instructions via a facsimile number, other than
    as set forth above or in accordance with the instructions
    herein, will not constitute valid delivery. The instructions
    accompanying this Letter of Transmittal should be read carefully
    before this Letter of Transmittal is completed.













 



    Questions regarding the Exchange Offer or the completion of this
    Letter of Transmittal should be directed to the Exchange Agent,
    at:
    1-800-275-2048.



 



    This Letter of Transmittal may be used to accept the Exchange
    Offer if Outstanding Notes are to be tendered by effecting a
    book-entry transfer into the Exchange Agent’s account at
    DTC and instructions are not being transmitted through
    DTC’s ATOP procedures. Unless you intend to tender
    Outstanding Notes through ATOP, you should complete, execute and
    deliver this Letter of Transmittal, along with the physical
    certificates for the Outstanding Notes specified herein, to
    indicate the action you desire to take with respect to the
    Exchange Offer.



 



    Holders of Outstanding Notes tendering by book-entry transfer to
    the Exchange Agent’s account at DTC may execute the tender
    through ATOP, for which the Exchange Offer is eligible.
    Financial institutions that are DTC participants may execute
    tenders through ATOP by transmitting acceptance of the Exchange
    Offer to DTC on or prior to the Expiration Date. DTC will verify
    acceptance of the Exchange Offer, execute a book-entry transfer
    of the tendered Outstanding Notes into the account of the
    Exchange Agent at DTC and send to the Exchange Agent a
    “book-entry confirmation,” which shall include an
    agent’s message. An “agent’s message” is a
    message, transmitted by DTC to, and received by, the Exchange
    Agent and forming part of a book-entry confirmation, which
    states that DTC has received an express acknowledgement from a
    DTC participant tendering Outstanding Notes that the participant
    has received and agrees to be bound by the terms of the Letter
    of Transmittal as an undersigned thereof and BHFC may enforce
    such agreement against the participant. Delivery of the
    agent’s message by DTC will satisfy the terms of the
    Exchange Offer as to execution and delivery of a Letter of
    Transmittal by the DTC participant identified in the
    agent’s message. Accordingly, holders who tender their
    Outstanding Notes through DTC’s ATOP procedures shall be
    bound by, but need not complete, this Letter of Transmittal.



 



    Subject to the terms and conditions and applicable law, BHFC
    will issue: for each $1,000 principal amount of Outstanding
    Notes, $1,000 principal amount of Registered Notes.



 



    Outstanding Notes may be exchanged in minimum denominations of
    $1,000 and integral multiples of $1,000 in excess thereof.
    Registered Notes will be issued in minimum denominations of
    $1,000 and integral multiples of $1,000 in excess thereof.



 



    Holders that anticipate tendering other than through DTC are
    urged to promptly contact a bank, broker or other intermediary
    (that has the capability to hold cash and securities custodially
    through DTC) to arrange for receipt of any Registered Notes to
    be delivered pursuant to the Exchange Offer and to obtain the
    information necessary to provide the required DTC participant
    and account information in this Letter of Transmittal.



 



    Registered Notes will be issued in exchange for Outstanding
    Notes in the Exchange Offer, if consummated, as soon as
    practicable after the Expiration Date of the Exchange Offer (the
    “Settlement Date”).




    

    2








 






    TENDER OF OUTSTANDING NOTES



 



    To effect a valid tender of Outstanding Notes through the
    completion, execution and delivery of this Letter of
    Transmittal, the undersigned must complete the table below
    entitled “Description of Outstanding
    Notes Tendered” and sign the Letter of Transmittal
    where indicated.



 



    Registered Notes will be delivered in book-entry form to holders
    through DTC and only to the DTC account of the undersigned or
    the undersigned’s custodian, as specified below, on the
    Settlement Date, or as soon as practicable thereafter.



 



    Failure to provide the information necessary to effect delivery
    of Registered Notes will render such holder’s tender
    defective, and BHFC will have the right, which it may waive, to
    reject such tender without notice.



 


	 	 	 	 	 	 	 
	
    DESCRIPTION OF OUTSTANDING
    NOTES TENDERED

    

	
    (See Instructions 2 and 3)

    

	
    

    NOTE: SIGNATURES MUST BE PROVIDED BELOW.

    

	
    

    PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. 

    

    

	
 
	
 
	
 
	
    

    Name of DTC Participant and Participant’s

    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Account Number in Which Outstanding Notes

    
	
 
	
 
	
    Aggregate Principal

    

	
    Outstanding Notes

    
	
 
	
 
	
    are Held and/or the Corresponding Registered

    
	
 
	
 
	
    Amount of

    

	
    Being Tendered
	
 
	
 
	
    Notes are to be Delivered.
	
 
	
 
	
    Outstanding Notes*

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    4.50% Senior Notes

    Due 2013
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    CUSIP: 084664AX9
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 

	

    * The principal amount of Outstanding Notes tendered
    hereby must be in denominations of U.S.$1,000 and integral
    multiples of U.S.$1,000 in excess thereof with a minimum tender
    requirement of U.S.$1,000. See Instruction 3.



	
 
	
 
	
 
	
 
	
 
	
 
	
 










    

    3








 






    If the aggregate principal amount of the Outstanding Notes
    specified was held as of the date of tender by more than one
    beneficial owner, you may specify below the break-down of this
    aggregate principal amount by beneficial owner, and, in doing
    so, hereby instruct the Exchange Agent to treat each such
    beneficial owner as a separate holder. If the space below is
    inadequate, attach a separate signed schedule using the same
    format.



 


	 	 	 	 
	
    

    Beneficial Owner Name or Account Number
	
 
	
 
	
    Principal Amount of Outstanding Notes

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	

    Total:


	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 









 


	 	 	 	 	 	 	 
	
    SPECIAL RETURN INSTRUCTIONS

    

	
    

    To be completed ONLY if Outstanding Notes not accepted for
    exchange are to be sent to someone other than the

    

	
    person or persons whose signature(s) appear(s) within this
    Letter of Transmittal.

    

	
    

    (See Instruction 5) 

    

	
 
	
 
	
 
	
    

    Name of DTC Participant and Participant’s

    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Account Number to Which Outstanding Notes

    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Not Accepted for Exchange are to be Delivered. 

    
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 










    

    4








 






    Note: Signatures must be provided below.




    Please read the accompanying Instructions carefully.



 



    Ladies and Gentlemen:



 



    The undersigned hereby tenders to BHFC the aggregate principal
    amount of Outstanding Notes indicated in the table above
    entitled “Description of Outstanding
    Notes Tendered.”



 



    The undersigned understands that validly tendered Outstanding
    Notes (or defectively tendered Outstanding Notes with respect to
    which BHFC has, or has caused to be, waived such defect) will be
    deemed to have been accepted by BHFC if, as and when BHFC gives
    oral or written notice thereof to the Exchange Agent. The
    undersigned understands that subject to the terms and
    conditions, Outstanding Notes properly tendered and accepted
    (and not validly withdrawn) in accordance with the terms and
    conditions will be exchanged for Registered Notes. The
    undersigned understands that Outstanding Notes delivered hereby
    may be withdrawn at any time on or prior to the Expiration Date.
    The undersigned understands that Outstanding Notes delivered
    hereby may not be withdrawn at any time after the Expiration
    Date unless the Exchange Offer is extended with changes in the
    terms of the Exchange Offer that are, in the reasonable judgment
    of BHFC, materially adverse to the tendering holder. The
    undersigned understands that, under certain circumstances, BHFC
    may not be required to accept any of the Outstanding Notes
    tendered (including any Outstanding Notes tendered after the
    Expiration Date). If any Outstanding Notes are not accepted for
    exchange for any reason (or if Outstanding Notes are validly
    withdrawn), such unexchanged (or validly withdrawn) Outstanding
    Notes will be returned without expense to the undersigned’s
    account at DTC or such other account as designated herein
    pursuant to the book-entry transfer procedures described in the
    Prospectus, as promptly as practicable after the expiration or
    termination of the Exchange Offer.



 



    Following the later of the Expiration Date or the date upon
    which Outstanding Notes are tendered hereby, and subject to and
    effective upon BHFC’s acceptance for exchange of the
    principal amount of the Outstanding Notes tendered hereby, upon
    the terms and conditions, the undersigned hereby:



 


			
	 	    (1) 
	
    irrevocably sells, assigns and transfers to or upon the order of
    BHFC or its nominees, all right, title and interest in and to,
    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, all
    Outstanding Notes tendered hereby, such that thereafter it shall
    have no contractual or other rights or claims in law or equity
    against BHFC or any fiduciary, trustee, fiscal agent or other
    person connected with the Outstanding Notes arising under, from
    or in connection with such Outstanding Notes;

	 
	 	    (2) 
	
    waives any and all rights with respect to the Outstanding Notes
    tendered hereby (including, without limitation, any existing or
    past defaults and their consequences in respect of such
    Outstanding Notes); and

	 
	 	    (3) 
	
    releases and discharges BHFC and The Bank of New York Trust
    Company, N.A. as trustee (the “Trustee”) from
    any and all claims the undersigned may have, now or in the
    future, arising out of or related to the Outstanding Notes
    tendered hereby, including, without limitation, any and all
    claims that the undersigned is entitled to receive additional
    principal or interest payments with respect to the Outstanding
    Notes tendered hereby (other than accrued and unpaid interest on
    the Outstanding Notes) or to participate in any redemption or
    defeasance of the Outstanding Notes tendered hereby.




 



    The undersigned understands that tenders of Outstanding Notes
    pursuant to any of the procedures described in the Prospectus
    and in the instructions in this Letter of Transmittal and
    acceptance of such Outstanding Notes by BHFC will, following
    such acceptance, constitute a binding agreement between the
    undersigned and BHFC upon the terms and conditions.



 



    All authority conferred or agreed to be conferred by 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 and
    legal representatives, successors and assigns of the undersigned.



 



    The undersigned hereby represents, warrants and agrees that:



 


			
	 	     (1) 
	
    it has received and reviewed the Prospectus;

	 
	 	     (2) 
	
    it is the beneficial owner (as defined below) of, or a duly
    authorized representative of one or more such beneficial owners
    of, the Outstanding Notes tendered hereby and it has full power
    and authority to execute this Letter of Transmittal;





    

    5








 





 


			
	 	     (3) 
	
    the Outstanding Notes being tendered hereby were owned as of the
    date of tender, free and clear of any liens, charges, claims,
    encumbrances, interests and restrictions of any kind, and BHFC
    will acquire good, indefeasible and unencumbered title to such
    Outstanding Notes, free and clear of all liens, charges, claims,
    encumbrances, interests and restrictions of any kind, when the
    same are accepted by BHFC;

	 
	 	     (4) 
	
    it will not sell, pledge, hypothecate or otherwise encumber or
    transfer any Outstanding Notes tendered hereby from the date of
    this Letter of Transmittal and agrees that any purported sale,
    pledge, hypothecation or other encumbrance or transfer will be
    void and of no effect;

	 
	 	     (5) 
	
    in evaluating the Exchange Offer and in making its decision
    whether to participate therein by submitting this Letter of
    Transmittal and tendering its Outstanding Notes, the undersigned
    has made its own independent appraisal of the matters referred
    to in the Prospectus and in any related communications and is
    not relying on any statement, representation or warranty,
    express or implied, made to such holder by BHFC or the Exchange
    Agent other than those contained in the Prospectus (as amended
    or supplemented to the Expiration Date);

	 
	 	     (6) 
	
    the execution and delivery of this Letter of Transmittal shall
    constitute an undertaking to execute any further documents and
    give any further assurances that may be required in connection
    with any of the foregoing, in each case on and subject to the
    terms and conditions;

	 
	 	     (7) 
	
    the submission of this Letter of Transmittal to the Exchange
    Agent shall, subject to a holder’s ability to withdraw its
    tender prior to the Expiration Date, and subject to terms and
    conditions of the Exchange Offer generally, constitute the
    irrevocable appointment of the Exchange Agent as its attorney
    and agent, and an irrevocable instruction to such attorney and
    agent to complete and execute all or any form(s) of transfer and
    other document(s) at the discretion of such attorney and agent
    in relation to the Outstanding Notes tendered hereby in favor of
    BHFC or such other person or persons as they may direct and to
    deliver such form(s) of transfer and other document(s) in the
    attorney’s and/or agent’s discretion and the
    certificate(s) and other document(s) of title relating to such
    Outstanding Notes’ registration and to execute all such
    other documents and to do all such other acts and things as may
    be in the opinion of such attorney or agent necessary or
    expedient for the purpose of, or in connection with, the
    acceptance of the Exchange Offer, and to vest in BHFC or its
    nominees such Outstanding Notes; and

	 
	 	     (8) 
	
    it is acquiring the Registered Notes in its ordinary course of
    business and has no arrangement or understanding with any person
    to participate in the distribution of the Registered Securities
    to be received in the Exchange Offer;

	 
	 	     (9) 
	
    if it is a broker-dealer holding Outstanding Notes acquired for
    its own account as a result of market-making or other trading
    activities, it will deliver a prospectus meeting the
    requirements of the Securities Act of 1933 in connection with
    any resale of the Registered Notes received pursuant to the
    Exchange Offer (provided, that, by so agreeing and by delivering
    a prospectus, any such broker-dealer will not be deemed to admit
    that it is an “underwriter” within the meaning of the
    Securities Act of 1933); and

	 
	 	    (10) 
	
    the terms and conditions shall be deemed to be incorporated in,
    and form a part of, this Letter of Transmittal, and the terms
    and conditions shall be read and construed accordingly.




 



    BHFC hereby informs any holder of Outstanding Notes using the
    Exchange Offer to participate in a distribution of the
    Registered Notes to be acquired in the Exchange Offer that any
    such holder (1) can not rely on the position of the
    SEC’s staff enunciated in Exxon Capital Holdings
    Corporation (pub. avail. May 13, 1988) or similar
    letters and (2) must comply with the registration and
    prospectus delivery requirements of the Securities Act in
    connection with a secondary resale transaction of the Exchange
    Notes.



 



    The representations and warranties and agreements of a holder
    tendering Outstanding Notes shall be deemed to be repeated and
    reconfirmed on and as of the Expiration Date and the Settlement
    Date. For purposes of this Letter of Transmittal, the
    “beneficial owner” of any Outstanding Notes
    shall mean any holder that exercises sole investment discretion
    with respect to such Outstanding Notes.



 



    The undersigned understands that tenders may not be withdrawn at
    any time after the Expiration Date except as set forth in the
    Prospectus, unless the Exchange Offer is extended with changes
    to the terms and conditions that are, in the reasonable
    judgement of BHFC, materially adverse to the undersigned, in
    which case tenders may be withdrawn under the conditions
    described in the extension.




    

    6








 






    If the Exchange Offer is amended in a manner determined by BHFC
    to be materially adverse to tendering holders, BHFC will extend
    the Exchange Offer for a period of two to ten business days,
    depending on the significance of the amendment and the manner of
    disclosure to such holders, if the Exchange Offer would
    otherwise have expired during such two- to ten-business day
    period. Any change in the consideration offered to holders of
    Outstanding Notes in the Exchange Offer shall be paid to all
    holders of Outstanding Notes whose securities have previously
    been tendered and not withdrawn pursuant to the Exchange Offer.



 



    If the “Special Return Instructions” box (found above)
    is completed, please credit the indicated DTC account for any
    book-entry transfers of Outstanding Notes not accepted for
    exchange.



 



    The undersigned recognizes that BHFC has no obligation under the
    “Special Return Instructions” provision of this Letter
    of Transmittal to effect the transfer of any Outstanding Notes
    from the holder(s) of such Outstanding Notes if BHFC does not
    accept for exchange any of the principal amount of the
    Outstanding Notes tendered pursuant to this Letter of
    Transmittal.




    

    7








 









 




    SIGN
    HERE



 



    By completing, executing and delivering this Letter of
    Transmittal, the undersigned hereby tenders to BHFC the
    principal amount of the Outstanding Notes listed in the table
    set forth above labeled “Description of Outstanding
    Notes Tendered.”



 


	 	 	 
	
    

	
 
	
    


	
    Signature of Registered Holder(s) or Authorized Signatory

    (see guarantee requirement below)
	
 
	
    Date

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	
    

	
 
	
    


	
    Signature of Registered Holder(s) or Authorized Signatory

    (see guarantee requirement below)
	
 
	
    Date

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	
    

	
 
	
    


	
    Signature of Registered Holder(s) or Authorized Signatory

    (see guarantee requirement below)
	
 
	
    Date 









 


		
	    Area Code and Telephone Number:	
    





 



    If a holder of Outstanding Notes is tendering any Outstanding
    Notes, this Letter of Transmittal must be signed by the
    Registered Holder(s) exactly as the name(s) appear(s) on a
    securities position listing of DTC or by any person(s)
    authorized to become the Registered Holder(s) by endorsements
    and documents transmitted herewith. If the signature is by a
    trustee, executor, administrator, guardian,
    attorney-in-fact,
    officer or other person, acting in a fiduciary or representative
    capacity, please set forth at the line entitled “Capacity
    (full title)” and submit evidence satisfactory to the
    Exchange Agent and BHFC of such person’s authority to so
    act. See Instruction 4.



 


		
	    Name(s):	
    





 






    (Please Type or Print)



 


		
	    Capacity (full title):	
    





 


		
	    Address:	
    






    (Including Zip Code)



 




    MEDALLION
    SIGNATURE GUARANTEE

    (If required — See Instruction 4)



 



    Signature(s) Guaranteed by



		
	    an Eligible Institution:	
    






    (Authorized Signature)



 






    (Title)



 






    (Name of Firm)



 






    (Address)



 



    Dated: ­
    ­,
    2008






    

    8








 






    An “eligible institution” is one of the following
    firms or other entities identified in
    Rule l7Ad-15
    under the Securities Exchange Act of 1934 (as the terms are used
    in
    Rule 17Ad-15):



 


			
	 	    (a) 
	
    a bank;




 


			
	 	    (b) 
	
    a broker, dealer, municipal securities dealer, municipal
    securities broker, government securities dealer or government
    securities broker;




 


			
	 	    (c) 
	
    a credit union;




 


			
	 	    (d) 
	
    a national securities exchange, registered securities
    association or clearing agency; or




 


			
	 	    (e) 
	
    a savings institution that is a participant in a Securities
    Transfer Association recognized program.




 



    If any of the Outstanding Notes tendered are held by two or more
    Registered Holders, all of the Registered Holders must sign the
    Letter of Transmittal.



 



    BHFC will not accept any alternative, conditional, irregular or
    contingent tenders. By executing the Letter of Transmittal (or
    facsimile thereof) or directing DTC to transmit an agent’s
    message, you waive any right to receive any notice of the
    acceptance of your Outstanding Notes for exchange.



 



    If this Letter of Transmittal or instruments of transfer are
    signed by trustees, executors, administrators, guardians or
    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 BHFC, evidence satisfactory to
    BHFC of their authority to so act must be submitted with this
    Letter of Transmittal.



 



    Beneficial owners whose tendered Outstanding Notes are
    registered in the name of a broker, dealer, commercial bank,
    trust company or other nominee must contact such broker, dealer,
    commercial bank, trust company or other nominee if they desire
    to tender such Outstanding Notes.



 



    5. Special Return Instructions.  All
    Outstanding Notes tendered hereby and not accepted for exchange
    will be returned to the undersigned according to the information
    provided in the table entitled “Description of the
    Outstanding Notes Tendered” or, if completed,
    according to the “Special Return Instructions” box in
    this Letter of Transmittal.



 



    6. Transfer Taxes.  Except as set forth in
    this Instruction 6, BHFC will pay or cause to be paid any
    transfer taxes with respect to the transfer and sale of
    Outstanding Notes to it, or to its order, pursuant to the
    Exchange Offer. If payment is to be made to, or if Outstanding
    Notes not tendered or purchased are to be registered in the name
    of any persons other than the Registered Holder, or if tendered
    Outstanding Notes are registered in the name of any persons
    other than the persons signing this Letter of Transmittal, the
    amount of any transfer taxes (whether imposed on the Registered
    Holder or such other person) payable on account of the transfer
    to such other person will be deducted from the payment unless
    satisfactory evidence of the payment of such taxes or exemption
    therefrom is submitted.



 



    7. Validity of Tenders.  All questions
    concerning the validity, form, eligibility (including time of
    receipt), acceptance and withdrawal of tendered Outstanding
    Notes will be determined by BHFC in its sole discretion, which
    determination will be final and binding. BHFC reserves the
    absolute right to reject any and all tenders of Outstanding
    Notes not in proper form or any Outstanding Notes the acceptance
    for exchange of which may, in the opinion of its counsel, be
    unlawful. BHFC also reserves the absolute right to waive any
    defect or irregularity in tenders of Outstanding Notes, whether
    or not similar defects or irregularities are waived in the case
    of other tendered securities. The interpretation of the terms
    and conditions by BHFC shall be final and binding on all
    parties. Unless waived, any defects or irregularities in
    connection with tenders of Outstanding Notes must be cured
    within such time as BHFC shall determine. None of BHFC, the
    Exchange Agent or any other person will be under any duty to
    give notification of defects or irregularities with respect to
    tenders of Outstanding Notes, nor shall any of them incur any
    liability for failure to give such notification.



 



    Tenders of Outstanding Notes will not be deemed to have been
    made until such defects or irregularities have been cured or
    waived. Any Outstanding Notes received by the Exchange Agent
    that are not validly tendered and as to which the defects or
    irregularities have not been cured or waived will be returned by
    the Exchange Agent to the holders of Outstanding Notes, unless
    otherwise provided in this Letter of Transmittal, as soon as
    practicable following the Expiration Date or the withdrawal or
    termination of the Exchange Offer.




    

    9








 






    8. Waiver of Conditions.  BHFC reserves
    the absolute right to amend or waive any of the conditions in
    the Exchange Offer concerning any Outstanding Notes at any time.



 



    9. Withdrawal.  Tenders may be withdrawn
    only pursuant to the procedures and subject to the terms set
    forth in the Prospectus under the caption “The Exchange
    Offer — Withdrawal of Tenders.”



 



    10. Requests for Assistance or Additional
    Copies.  Questions and requests for assistance and
    requests for additional copies of the Prospectus and this Letter
    of Transmittal may be directed to the Exchange Agent at the
    address and telephone number indicated herein.



 



    11. Tax Identification Number.  Federal
    income tax law requires that a U.S. Holder (defined below)
    whose Outstanding Notes are accepted for exchange must provide
    the Exchange Agent with his, her or its correct Taxpayer
    Identification Number (“TIN”), which, in the
    case of an exchanging U.S. Holder who is an individual, is
    his or her social security number. If the Exchange Agent is not
    provided with the correct TIN or an adequate basis for
    exemption, such holder may be subject to a $50 penalty imposed
    by the Internal Revenue Service (the “IRS”),
    and payments made with respect to the Registered Notes or the
    Exchange Offer may be subject to backup withholding at a rate of
    30% (subject to periodic reductions through 2010, at which time
    the rate is currently scheduled to be increased to 31%). If
    withholding results in an overpayment of taxes, a refund may be
    obtained.



 



    To prevent backup withholding, each exchanging U.S. Holder
    must provide his, her or its correct TIN by completing an IRS
    Form W-9,
    certifying that the TIN provided is correct (or that such
    U.S. Holder is awaiting a TIN) and that the
    U.S. Holder is exempt from backup withholding because
    (i) the holder has been notified by the IRS that he, she or
    it is subject to backup withholding as a result of a failure to
    report all interests or dividends, or (ii) the IRS has
    notified the U.S. Holder that he, she or it is no longer
    subject to backup withholding. If you do not provide your TIN to
    the Exchange Agent within 60 days, backup withholding may
    begin and continue until you furnish your TIN.



 



    Exempt holders (including, among others, all corporations and
    certain foreign individuals) are not subject to these
    withholding and reporting requirements. In order to satisfy BHFC
    that a foreign individual qualifies as an exempt recipient, such
    holder must submit a properly completed IRS
    Form W-8BEN
    (or other applicable form) certifying, under penalty of perjury,
    to such holder’s foreign status in order establish an
    exemption from backup withholding.



 



    For the purposes of these instructions, a
    “U.S. Holder” is (i) a citizen or
    resident of the United States, (ii) a corporation, or other
    entity taxable as a corporation for U.S. federal income tax
    purposes, created or organized in or under the laws of the
    United States or of any political subdivision thereof, or
    (iii) an estate or trust the income of which is subject to
    United States federal income taxation regardless of its source.



 



    12. The exchange of Outstanding Notes for Registered
    Notes will not be a taxable event for U.S. federal income
    tax purposes. See “Material United States Federal Income
    Tax Consequences” in the Prospectus.



 



    In order to tender, a holder of Outstanding Notes should send or
    deliver a properly completed and signed Letter of Transmittal
    and any other required documents to the Exchange Agent at its
    address set forth below or tender pursuant to DTC’s
    Automated Tender Offer Program.



 



    The Exchange Agent for the Exchange Offer is:



 



    The Bank of New York Trust




    Corporate Trust Dept. — Reorganization Unit




    101 Barclay Street, 7E




    New York, NY 10286



 



    Any questions or requests for assistance or for additional
    copies of the Prospectus, this Letter of Transmittal, or related
    documents may be directed to the Exchange Agent at
    1-800-275-2048.
    A holder of Outstanding Notes may also contact such
    holder’s custodian bank, depositary, broker, trust company
    or other nominee for assistance concerning the Exchange Offer.




    

    10








 








 







    INSTRUCTIONS
    FORMING PART OF THE TERMS AND




    CONDITIONS OF THE EXCHANGE OFFER



 



    1. Delivery of Letter of
    Transmittal.  This Letter of Transmittal is to be
    completed by tendering holders of Outstanding Notes if tender of
    such Outstanding Notes is to be made by book-entry transfer to
    the Exchange Agent’s account at DTC and instructions are
    not being transmitted through ATOP. Holders who tender their
    Outstanding Notes through DTC’s ATOP procedures shall be
    bound by, but need not complete, this Letter of Transmittal;
    thus, a Letter of Transmittal need not accompany tenders
    effected through ATOP.



 



    A confirmation of a book-entry transfer into the Exchange
    Agent’s account at DTC of all Outstanding Notes delivered
    electronically, as well as a properly completed and duly
    executed Letter of Transmittal (or a manually signed facsimile
    thereof) or properly transmitted agent’s message, and any
    other documents required by this Letter of Transmittal, must be
    received by the Exchange Agent at its address set forth herein
    on or prior to the Expiration Date.



 



    Any financial institution that is a participant in DTC may
    electronically transmit its acceptance of the Exchange Offer by
    causing DTC to transfer Outstanding Notes to the Exchange Agent
    in accordance with DTC’s ATOP procedures for such transfer
    on or prior to the Expiration Date. The Exchange Agent will make
    available its general participant account at DTC for the
    Outstanding Notes for purposes of the Exchange Offer.



 



    Delivery of a Letter of Transmittal to DTC will not
    constitute valid delivery to the Exchange Agent. No Letter
    of Transmittal should be sent to BHFC or DTC.



 



    The method of delivery of this Letter of Transmittal and all
    other required documents, including delivery through DTC and any
    acceptance or agent’s message delivered through ATOP, is at
    the option and risk of the tendering holder. If delivery is by
    mail, registered mail, with return receipt requested and
    properly insured, is recommended. Instead of delivery by mail,
    it is recommended that the holder use an overnight or
    hand-delivery service. In all cases, sufficient time should be
    allowed to ensure timely delivery.



 



    Neither BHFC nor the Exchange Agent is under any obligation to
    notify any tendering holder of Outstanding Notes of BHFC’s
    acceptance of tendered Outstanding Notes prior to the Expiration
    Date.



 



    2. Delivery of the Registered
    Notes.  Registered Notes to be issued according to
    the terms of the Exchange Offer, if consummated, will be
    delivered in book-entry form to holders of Outstanding Notes
    tendered in the Exchange Offer. In order to permit such
    delivery, the appropriate DTC participant name and number (along
    with any other required account information) must be provided in
    the table entitled “Description of the Outstanding
    Notes.” Failure to do so will render a tender of the
    Outstanding Notes defective, and BHFC will have the right, which
    it may waive, to reject such delivery. Holders that anticipate
    participating in the Exchange Offer other than through DTC are
    urged to promptly contact a bank, broker or other intermediary
    (that has the capability to hold securities custodially through
    DTC) to arrange for receipt of any Registered Notes delivered
    pursuant to the Exchange Offer and to obtain the information
    necessary to complete the table.



 



    3. Amount of Tenders.  Tenders of
    Outstanding Notes will be accepted in denominations of
    U.S. $1,000 and integral multiples of U.S.$1,000 in excess
    thereof with a minimum tender requirement of $1,000. Book-entry
    transfers to the Exchange Agent should be made in the exact
    principal amount of Outstanding Notes tendered.



 



    4. Signatures on Letter of Transmittal; Instruments of
    Transfer; Guarantee of Signatures.  For purposes
    of this Letter of Transmittal, the term “Registered
    Holder” means an owner of record as well as any DTC
    participant that has Outstanding Notes credited to its DTC
    account. Except as otherwise provided below, all signatures on
    this Letter of Transmittal must be guaranteed by a recognized
    participant in the Securities Transfer Agents Medallion Program,
    the NYSE Medallion Signature Program or the Stock Exchange
    Medallion Program (each, a “Medallion Signature
    Co-Obligor”). Signatures on the Letter of Transmittal
    need not be guaranteed if:



 


			
	 	    • 
	
    the Letter of Transmittal is signed by a participant in DTC
    whose name appears on a security position listing as the owner
    of the Outstanding Notes and the holder(s) has not completed the
    box entitled “Special Return Instructions” on the
    Letter of Transmittal; or

	 
	 	    • 
	
    the Outstanding Notes are tendered for the account of an
    “eligible institution.”





    

    11