EXCHANGE AGENT AGREEMENT
Exhibit 99.5
, 2005
U.S. Bank National Association
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Ladies and Gentlemen:
STATS ChipPAC Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $150,000,000 of its 7.5% Senior Notes due 2010 issued on July 19, 2005 which have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Old Securities”) for its 7.5% Senior Notes due 2010 which have been registered under the Securities Act (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Prospectus.
The Company hereby appoints, for good and valuable consideration, U.S. Bank National Association to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to U.S. Bank National Association.
A copy of each of the form of letter of transmittal (the “Letter of Transmittal”) and the form of the notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), to be used by the record holders of Old Securities in order to receive New Securities pursuant to the Exchange Offer are attached hereto as Exhibits A and B.
The Exchange Offer is expected to be commenced by the Company on or about , 2005. The Letter of Transmittal accompanying the Prospectus (or in the case of book entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the record holders of the Old Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on , 2005 or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (confirmed in writing) or written notice to you before 9:00 A.M., New York City time, on the business day following the previously scheduled Expiration Date. You agree to follow and act upon any further
instructions in connection with the Exchange Offer, any of which may be given to you by the Company or such other persons as it may authorize, which are consistent with this agreement.
The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Securities not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the captions “The Exchange Offer — Expiration Dates, Extensions, and Amendments” and “The Exchange Offer — Termination.” The Company will give oral (confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.
In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:
1. You will perform such duties and only such duties as are described in the section of the Prospectus captioned “The Exchange Offer” or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.
2. You will establish a book entry account with respect to the Old Securities at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Old Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into your account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein, (ii) the Old Securities have otherwise been properly tendered and (iii) all other documents submitted to you are in proper form. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Securities are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected. Determination of questions as to the proper completion or execution of the Letters of Transmittal, or as to the proper form for transfer of the Old Securities or as to any other irregularity in connection with the submission of Letters of Transmittal, Old Securities and other documents in connection with the Exchange Offer, shall be made by the officers or counsel for the Company at their written instruction or oral direction confirmed by facsimile. Any determination made by the Company on such questions shall be final and binding. You are not authorized to waive any irregularity in connection with a surrender of Old Securities except as provided in paragraph 4.
4. With the approval of the President and Chief Executive Officer, the Chief Financial Officer or the General Counsel of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated by such an officer in writing, you are authorized to waive any irregularities in connection with any tender of Old Securities pursuant to the Exchange Offer.
5. Tenders of Old Securities may be made only as set forth in the Letter of Transmittal and in the sections of the Prospectus captioned “The Exchange Offer — Procedures for Tendering” and “The Exchange Offer — Guaranteed Delivery Procedure,” and Old Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.
Notwithstanding the provisions of this paragraph 5, Old Securities which the President and Chief Executive Officer, the Chief Financial Officer or the General Counsel of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing).
6. You shall advise the Company with respect to any Old Securities received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Securities.
7. You shall accept tenders:
(a) in cases where the Old Securities are registered in two or more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Old Securities provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled.
You shall accept partial tenders of Old Securities where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Securities to the transfer agent for split-up and return any untendered Old Securities to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.
8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Old Securities properly tendered and you, on behalf of the Company, will exchange such Old Securities for New Securities and cause such Old Securities to be cancelled. Delivery of New Securities will be made on behalf of the Company by you at the rate of $1,000 principal amount of
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New Securities for each $1,000 principal amount of the corresponding series of Old Securities tendered promptly after notice of acceptance of said Old Securities by the Company; provided, however, that in all cases, Old Securities tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents. You shall issue New Securities only in denominations of $1,000 or any integral multiple thereof.
9. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the business day prior to the Expiration Date.
10. The Company shall not be required to exchange any Old Securities tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Old Securities tendered shall be given (and confirmed in writing) by the Company to you.
11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Securities tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “The Exchange Offer — Expiration Dates, Extensions, and Amendments” and “The Exchange Offer – Termination” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Old Securities (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them.
12. All certificates for reissued Old Securities, unaccepted Old Securities or for New Securities shall be forwarded by first-class mail.
13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you:
(a) shall not be liable for any act or omission to act unless the same constitutes your own gross negligence, willful misconduct or bad faith;
(b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing by you and the Company;
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(c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Securities represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer, except where failure to recognize such invalidity or lack of genuineness would constitute gross negligence;
(d) shall not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability, unless you shall have been furnished with reasonable indemnity satisfactory to you;
(e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed by or presented by the proper party or parties;
(f) may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or presented by the proper person or persons;
(g) may reasonably rely on and shall be protected in reasonably acting upon written or oral instructions from any authorized officer of the Company, such instructions having been given to you with respect to any matter specifically covered by this agreement and relating to your acting as Exchange Agent pursuant to the terms of this agreement;
(h) may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and
(i) shall not advise any person tendering Old Securities pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Securities.
15. You shall take such action as may from time to time be requested by the Company or its counsel (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents on your request. All other requests for information relating to the Exchange Offer shall be directed
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to the Company, Attention: Xxxxx X. Xxxxxx, General Counsel, 00 Xxx Xx Xxx Xxxxxx 00, #00-00/00 Xxxxxxxxx, Xxxxxxxxx 000000, telephone number (x00) 0000 0000.
16. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to Xxxxx X. Xxxxxx, General Counsel of the Company and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date, if requested) up to and including the Expiration Date, as to the number of Old Securities which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare and deliver to the Company a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities tendered and the aggregate principal amount of Old Securities accepted.
17. Letters of Transmittal, book entry confirmations and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by destroying them.
18. You hereby expressly waive any lien, encumbrance or right of set-off whatsoever that you may have with respect to funds deposited with you for the payment of transfer taxes by reasons of amounts, if any, borrowed by the Company, or any of its subsidiaries or affiliates pursuant to any loan or credit agreement with you or for compensation owed to you hereunder.
19. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto.
20. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal and further acknowledge that you have examined each of them. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities and indemnification as Exchange Agent, which shall be controlled by this Agreement.
21. The Company covenants and agrees to indemnify and hold you harmless in your capacity as Exchange Agent hereunder against any loss, liability, cost or expense, including attorneys’ fees and expenses, arising out of or in connection with any act,
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omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Securities reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Securities; provided, however, that the Company shall not be liable for indemnification or otherwise for any loss, liability, cost or expense to the extent arising out of your gross negligence or willful misconduct. In no case shall the Company be liable under this indemnity with respect to any claim against you unless the Company shall be notified by you, by letter or by facsimile confirmed by letter, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or notice of commencement of action. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action, and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. It is understood that the Company shall not be liable under this paragraph for the fees and disbursements of more than one legal counsel to you. In the event that the Company assumes the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you so long as the Company shall retain counsel satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a conflict of interest exists between you and the Company. The provisions of this section shall survive the termination of this Agreement.
Without the prior written consent of the Company, you will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought in accordance with the indemnification provisions of the Agreement (whether or not you, the Company or any of its directors, officers and controlling persons is an actual or potential party to such claim or proceeding), unless such settlement or consent includes and unconditional release of the Company and its directors, officers and controlling persons from all liability arising out of such claim, action or proceeding.
22. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service.
23. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Securities, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.
24. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and shall
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inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto.
25. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
26. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
27. This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally.
28. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below:
If to the Company:
STATS ChipPAC Ltd.
00 Xxx Xx Xxx Xxxxxx 00
#00-00/00 Xxxxxxxxx
Xxxxxxxxx 000000
Facsimile: (x00) 0000 0000
Attention: Xxxxx X. Xxxxxx
Copy to:
Xxxxxx & Xxxxxxx LLP
00 Xxxxxxx Xxxxx
#00-00 X0X Xxxxx 0
Xxxxxxxxx 000000
Facsimile: (x00) 0000 0000
Attention: Xxxxxxx X. Xxxxxxxx
If to the Exchange Agent:
U.S. Bank National Association
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
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Facsimile:
(x0) 000 000 0000
Telephone: (x0) 000 000 0000
29. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Paragraphs 19, 21 and 23 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Securities, funds or property then held by you as Exchange Agent under this Agreement.
30. This Agreement shall be binding and effective as of the date hereof.
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Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy.
| STATS CHIPPAC LTD. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Accepted as of the date
first above written:
U.S. BANK NATIONAL ASSOCIATION, as Exchange Agent
| By: | ||||
| Name: | ||||
| Title: | ||||
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SCHEDULE I
NONE
| DESCRIPTION OF OLD NOTES | ||||||||
| Certificate | Aggregate | |||||||
| Name(s) and Address(es) of Holder(s) | Number(s)* | Principal Amount | ||||||
| (Please fill in if blank) | (Attach signed list | Tendered (if less | ||||||
| if necessary) | than all)** | |||||||
| Total Principal Amount of Old Notes Tendered | ||||||||
| * Need not be completed by Holders tendering by book-entry transfer. | ||||||||
| ** Need not be completed by Holders who wish to tender with respect to all Old Notes listed. See Instruction 2. | ||||||||
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| o | CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING: |
| Name of Tendering Institution: |
| DTC Book-Entry Account No.: |
| Transaction Code No.: |
| If Holders desire to tender Old Notes pursuant to the Exchange Offer and (i) certificates representing such Old Notes are not lost but are not immediately available, (ii) time will not permit this Letter of Transmittal, certificates representing such Old Notes or other required documents to reach the Exchange Agent prior to the Expiration Date or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date, such Holders may effect a tender of such Old Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedure.” DTC participants may also accept the Offer by submitting the notice of guaranteed delivery through ATOP. |
| o | CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: |
| Name(s) of Holder(s) of Old Notes: |
| Window Ticket No. (if any): |
| Date of Execution of Notice of Guaranteed Delivery: |
| Name of Eligible Institution that Guaranteed Delivery: |
| Name of Tendering Institution: |
| DTC Book-Entry Account No.: |
| Transaction Code No.: |
| o | CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. |
| Name: |
| Address: |
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| (a) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the New Notes, whether or not the person is the Holder, | |
| (b) neither the undersigned nor any other recipient of the New Notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the Old Notes or New Notes, | |
| (c) neither the undersigned nor any other recipient is an “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient represents and agrees that it may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, | |
| (d) if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with the Company or any “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act to distribute the New Notes, | |
| (e) if the undersigned is a broker-dealer, the undersigned further represents and warrants that, if it will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of New Notes received in the Exchange Offer, and | |
| (f) the undersigned is not acting on behalf of any person or entity that could not truthfully make these representations. |
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| This Letter of Transmittal must be signed by the Holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. 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 under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 3 herein. | ||
| If the signature appearing below is not of the registered Holder(s) of the Old Note, then the registered Holder(s) must sign a valid proxy. |
X |
Date: | ||||||||||||||
X |
Date: | ||||||||||||||
| Signature(s) of Holder(s) or Authorized Signatory | |||||||||||||||
Name(s): |
Address: | ||||||||||||||
| (Please Print) | (including Zip Code) | ||||||||||||||
Capacity: |
Area Code and Telephone No.: |
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Taxpayer Identification No.: |
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| (Name of Eligible Institution Guaranteeing Signatures) | ||
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| (Address (including zip code) and Telephone Number (including area code) of Firm) | ||
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| (Authorized Signature) | ||
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| (Printed Name) | ||
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| (Title) |
| Date: |
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| SPECIAL ISSUANCE INSTRUCTIONS | ||
| (See Instruction 1, 3, 4 and 5 herein) | ||
| To be completed ONLY if certificates for Old Notes in a principal amount not tendered are to be issued in the name of, or the New Notes issued pursuant to the Exchange Offer are to be issued to the order of, someone other than person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the box entitled “Description of Old Notes” within this Letter of Transmittal, or if Old Notes tendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at DTC. |
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By Mail: U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx Xx. Xxxx, Xxxxxxxxx 00000 Attention: Specialized Finance |
By Overnight Courier and By Hand: U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx Xx. Xxxx, Xxxxxxxxx 00000 Attention: Specialized Finance |
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| PAYER’S NAME: [ ] | ||||
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SUBSTITUTE
Form W-9 |
Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. |
Social Security Number OR Employer Identification Number: |
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Department of the Treasury Internal Revenue Service |
Part 2 — Certification — Under Penalties of Perjury, I certify that: |
Part 3 — Awaiting TIN o |
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| Payer’s Request for Taxpayer Identification Number (TIN) and Certification |
(1) The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be issued
to me); (2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding;
(3) I am a U.S. person (including U.S. resident alien);
and(b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding; (4) Any other information provided on this form is true and correct. |
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| Certification Instructions — You must cross out item (2) in Part 2 if you have been notified by the IRS that you currently are subject to backup withholding because of underreporting interest or dividends on your tax return. If you have been notified by the IRS that you are no longer subject to such withholding, do not cross out item (2). | ||||
Signature: |
Date: |
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Name: |
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| (Please Print) | ||||
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Address: |
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City: |
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State: |
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Zip
Code: |
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| Signature: | Date: |
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For this type of account: |
Give the SOCIAL SECURITY number of: |
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1.
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An individual | The individual | ||||
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2.
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Two or more individuals (joint account) |
The actual owner of the account or, if combined funds, the first
individual on the account(1) |
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3.
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Custodian account of a minor (Uniform Gift to Minors Act) | The minor(2) | ||||
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4.
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a. | The usual revocable savings trust (grantor is also trustee) | The grantor-trustee(1) | |||
| b. | So-called trust account that is not a legal or valid trust under state law | The actual owner(1) | ||||
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5.
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Sole proprietorship or single-owner LLC | The owner(3) | ||||
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For this type of account: |
Give the EMPLOYER IDENTIFICATION NUMBER of: |
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6.
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Sole proprietorship or single-owner LLC | The owner(3) | ||||
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7.
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A valid trust, estate or pension trust | The legal entity(4) | ||||
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8.
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Corporate or LLC electing corporate status on Form 8832 | The corporation | ||||
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9.
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Association, club, religious, charitable, educational, or other tax-exempt organization | The organization | ||||
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10.
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Partnership or multi- member LLC | The partnership | ||||
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11.
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A broker or registered nominee | The broker or nominee | ||||
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12.
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Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments | The public entity | ||||
| (1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished. |
| (2) | Circle the minor’s name and furnish the minor’s social security number. |
| (3) | You must show your individual name and you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one). If you are a sole proprietor, the IRS encourages you to use your social security number. |
| (4) | List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title. |
| Note: | If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. |
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| • | An organization exempt from tax under Section 501(a), an individual retirement account (XXX), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). | |
| • | The United States, a state thereof, the District of Columbia or a possession of the United States, or a political subdivision or agency or instrumentality of any the foregoing. | |
| • | An international organization or any agency or instrumentality thereof. | |
| • | A foreign government or any political subdivision, agency or instrumentality thereof. |
| • | A corporation. | |
| • | A financial institution. | |
| • | A dealer in securities or commodities required to register in the United States, the District of Colombia, or a possession of the United States. | |
| • | A real estate investment trust. | |
| • | A common trust fund operated by a bank under Section 584(a). | |
| • | An entity registered at all times during the tax year under the Investment Company Act of 1940, as amended. | |
| • | A middleman known in the investment community as a nominee or custodian. | |
| • | A futures commission merchant registered with the Commodity Futures Trading Commission. | |
| • | A foreign central bank of issue. | |
| • | A trust exempt from tax under Section 664 or a non-exempt trust described in a Section 4947. |
| • | Payments to nonresident aliens subject to withholding under Section 1441. | |
| • | Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner. | |
| • | Payments of patronage dividends not paid in money. | |
| • | Payments made by certain foreign organizations. | |
| • | Section 404(k) payments made by an ESOP. |
| • | Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer. | |
| • | Payments of tax exempt interest (including exempt-interest dividends under Section 852). | |
| • | Payments described in Section 6049(b)(5) to nonresident aliens. | |
| • | Payments on tax-free covenant bonds under Section 1451. | |
| • | Payments made by certain foreign organizations. | |
| • | Mortgage or student loan interest paid to you. |
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By Mail, Overnight Courier and By Hand: U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx Xx. Xxxx, Xxxxxxxxx 00000 Attention: Specialized Finance |
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| PLEASE SIGN AND COMPLETE | ||
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Signature(s) of Registered Owner(s) or Authorized Signatory: |
Name of Registered Holder(s): |
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| This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by endorsements 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 provide the following information: | ||
| Please print name(s) and address(es): | ||
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Name(s):
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Capacity:
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Address(es):
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| Do not send Old Notes with this form. Old Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal. | ||
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| The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that, within five business days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the Old Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the Exchange Agent. | ||||||||
| The undersigned acknowledges that it must deliver the Letter of Transmittal and Old Notes tendered hereby to the Exchange Agent within the time period set forth and that failure to do so could result in financial loss to the undersigned. | ||||||||
| Name of Firm: |
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| Address: | Name: |
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| Area Code and Telephone No.: |
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Date: |
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