Exhibit 4.4



 




Exhibit 4.4



     
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 XTRA Finance
Corporation (“XFC”). The Exchange Offer is
described in the Prospectus,
dated                     ,
2007 (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 XTRA Finance Corporation




to Exchange 5.150% Senior Notes Due 2017,




unconditionally guaranteed by Berkshire Hathaway Inc.




(“Registered Notes”)




For




5.150% Senior Notes Due 2017,




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                         ,
2007, unless extended by XFC (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, The
Bank of New York Trust Company, N.A. (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-[                    ].



     
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 XFC 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, XFC 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 XFC 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*
	 
	 
	
    5.150% Senior Notes

    Due 2017	 	
     

	
          	 	
     
	 
	
    (CUSIP: 984135AB9)	 	 	 	 
	 
	
    * 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 XFC 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 XFC has, or has caused to be, waived such defect) will be
deemed to have been accepted by XFC if, as and when XFC 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 XFC, materially adverse to the tendering holder. The
undersigned understands that, under certain circumstances, XFC
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 XFC’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
    XFC 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 XFC, Berkshire Hathaway 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 XFC, Berkshire Hathaway 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 XFC will, following such
acceptance, constitute a binding agreement between the
undersigned and XFC 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;



5







 






			
	 	  (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;
	 
	 	  (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 XFC
    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 XFC;
	 
	 	  (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 XFC, Berkshire
    Hathaway 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
    XFC 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 XFC 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.



     
XFC 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



6







 




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 XFC, materially adverse to the undersigned, in
which case tenders may be withdrawn under the conditions
described in the extension.



     
If the Exchange Offer is amended in a manner determined by XFC
to be materially adverse to tendering holders, XFC 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 XFC 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 XFC 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 XFC 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 XFC 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: ________________________, 2007





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.



     
XFC 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 XFC, evidence satisfactory to XFC
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, XFC 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 XFC in its sole discretion, which determination
will be final and binding. XFC 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. XFC 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
XFC 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 XFC shall
determine. None of XFC, 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. XFC 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 XFC
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
1-212-815-3738. 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 XFC 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 XFC nor the Exchange Agent is under any obligation to
notify any tendering holder of Outstanding Notes of XFC’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 XFC 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.”



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