Exhibit 4.8
NOTICE OF GUARANTEED DELIVERY
for Tender of
5.150% Senior Notes Due 2017
of XTRA Finance Corporation,
unconditionally guaranteed by Berkshire Hathaway Inc.
As set forth in the Exchange Offer (as defined below), this
Notice of Guaranteed Delivery (or a facsimile hereof) or one
substantially equivalent hereto or the electronic form used by
The Depository Trust Company (DTC) for this purpose
must be used to accept the Exchange Offer of certificates for
5.150% Senior Notes Due 2017 (the Outstanding
Notes) of XTRA Finance Corporation, a Delaware corporation
(the Company), not immediately available to the
registered holder of such Outstanding Notes, or if a participant
in DTC is unable to complete the procedures for book-entry
transfer on a timely basis of Outstanding Notes to the account
maintained by The Bank of New York Trust Company, N.A.
(the Exchange Agent) at DTC, prior to
5:00 p.m., New York City time,
on ,
2007, unless extended (the Expiration Date). This
Notice of Guaranteed Delivery (or a facsimile hereof) or one
substantially equivalent hereto may be delivered by mail
(registered or certified mail is recommended), by facsimile
transmission, by hand or overnight carrier to the Exchange
Agent. See The Exchange Offer Procedures for
Tendering Outstanding Notes in the Prospectus (as defined
below). Capitalized terms used herein and not defined herein
have the meanings assigned to them in the Exchange Offer.
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
Phone: 212-815-3738
Fax: 212-298-1915
Delivery of this Notice of Guaranteed Delivery to an address
other than as set forth above or transmission of this Notice of
Guaranteed Delivery via a facsimile number other than the number
listed above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to
guarantee signatures. If a signature on a Letter of Transmittal
is required to be guaranteed by an Eligible Institution (as
defined therein) under the instructions thereto, such signature
guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to XTRA Finance Corporation, a
Delaware corporation (the Company), the aggregate
principal amount of Outstanding Notes indicated below pursuant
to the guaranteed delivery procedures and upon the terms and
subject to the conditions set forth in the Prospectus
dated ,
2007 (as the same may be amended or supplemented from time to
time, the Prospectus) and in the related Letter of
Transmittal (which together with the Prospectus constitute the
Exchange Offer), receipt of which is hereby
acknowledged.
The undersigned hereby represents, warrants and agrees that the
undersigned has full power and authority to tender, exchange,
sell, assign, and transfer the tendered Outstanding Notes and
that the Company will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions,
charges and encumbrances when the tendered Outstanding Notes are
acquired by the Company as contemplated herein, and the tendered
Outstanding Notes are not subject to any adverse claims or
proxies. The undersigned warrants and agrees that the
undersigned and each Beneficial Owner will, upon request,
execute and deliver any additional documents deemed by the
Company or the Exchange Agent to be necessary or desirable to
complete the tender, exchange, sale, assignment and transfer of
the tendered Outstanding Notes, and that the undersigned will
comply with its obligations under the Registration Rights
Agreement. The undersigned has read and agrees to all of the
terms of the Exchange Offer.
BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS NOTICE OF
GUARANTEED DELIVERY, THE UNDERSIGNED HEREBY REPRESENTS AND
WARRANTS THAT (i) NEITHER THE UNDERSIGNED NOR ANY
BENEFICIAL OWNER(S) IS AN AFFILIATE OF THE COMPANY
AS DEFINED IN RULE 405 UNDER OF THE SECURITIES ACT,
(ii) ANY EXCHANGE NOTES TO BE RECEIVED BY THE
UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY
THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY
COURSE OF BUSINESS OF THE UNDERSIGNED AND ANY BENEFICIAL
OWNER(S), (iii) THE UNDERSIGNED AND EACH BENEFICIAL OWNER
HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO
PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE
SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE
EXCHANGE OFFER, (iv) THE UNDERSIGNED OR ANY SUCH BENEFICIAL
OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A
DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH
EXCHANGE NOTES AND (V) THE UNDERSIGNED IS NOT ACTING ON
BEHALF OF ANY PERSON OR ENTITY THAT COULD NOT TRUTHFULLY MAKE
THESE STATEMENTS. IF THE UNDERSIGNED IS A BROKER-DEALER, IT
ACKNOWLEDGES THAT IT WILL DELIVER A COPY OF THE PROSPECTUS IN
CONNECTION WITH ANY RESALE OF THE EXCHANGE NOTES.
All questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of
tendered Outstanding Notes will be determined by the Company, in
its sole discretion, whose determination shall be final and
binding on all parties. The Company reserves the absolute right,
in its sole and absolute discretion, to reject any and all
tenders determined by the Company not to be in proper form or
the acceptance of which, or exchange for, may, in the view of
the Company or its counsel, be unlawful.
All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and every
obligation of the undersigned hereunder shall be binding upon
the heirs, executors, administrators, personal representatives,
trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned.
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Name(s) of Registered
Holder(s): Address(es): Area Code and Tel. No(s): |
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x |
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Must be signed by the registered holder(s) of the tendered
Outstanding Notes as their name(s) appear(s) on certificates for
such tendered Outstanding Notes, or on a security position
listing, or by person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this
Notice of Guaranteed Delivery. If signature is by a trustee,
executor, administrator, guardian,
attorney-in-fact,
officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.
Aggregate Principal | ||||
Certificate No(s) | Amount Represented | Aggregate Principal | ||
(if available) | by Certificate | Amount Tendered | ||
If Outstanding Notes will be delivered by book-entry transfer to
The Depository Trust Company, provide the following information:
Signature: ________________________________________________________________________________
Account Number: ________________________________________________________________________________
Date: ________________________________________________________________________________
Signature: ________________________________________________________________________________
Account Number: ________________________________________________________________________________
Date: ________________________________________________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE | ||
(Not to be used for signature guarantee) | ||
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an eligible guarantor institution, including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an Eligible Institution), hereby guarantees delivery to the Exchange Agent, at one of its addresses set forth above, either certificates for the Outstanding Notes tendered hereby, in proper form for transfer, or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agents account at The Depository Trust Company (DTC), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof or an Agents Message in lieu thereof) and any other documents required by the Letter of Transmittal, all within three (3) business days after the date of execution of this Notice of Guaranteed Delivery. | ||
The undersigned acknowledges that it must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and certificates for the Outstanding Notes tendered hereby to the Exchange Agent within the time period shown hereon and that failure to do so could result in a financial loss to the undersigned. | ||
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Name: Title: Dated: , 2005 |
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Area Code and Tel. No.: |
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DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS
NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OUTSTANDING
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND
ANY OTHER REQUIRED DOCUMENT.
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