EXHIBIT 99.1
-------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON
[_________], 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN DAYLIGHT TIME, ON THE
EXPIRATION DATE.
-------------------------------------------------------------------------------
ECHOSTAR DBS CORPORATION
0000 Xxxxx Xxxxx Xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
LETTER OF TRANSMITTAL
To Exchange 9 1/4% Senior Notes due 2006
and 9 3/8% Senior Notes due 2009
Exchange Agent:
U.S. BANK TRUST NATIONAL ASSOCIATION
---------------
To: U.S. Bank Trust National Association
---------------
FACSIMILE TRANSMISSION:
(000) 000-0000
CONFIRM BY TELEPHONE TO:
(000) 000-0000
---------------
BY MAIL/HAND DELIVERY/OVERNIGHT DELIVERY:
U.S. Bank Trust National Association
Attn: Specialized Finance Group
000 Xxxx Xxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated [________],
1999 (the Prospectus") of EchoStar DBS Corporation, a Colorado corporation
(the "Issuer"), and this Letter of Transmittal for 9 1/4% Senior Notes due
2006 and 9 3/8% Senior Notes due 2009 which may be amended from time to time
(this "Letter"), which together constitute the Issuer's offer (the Exchange
Offer") to exchange $1,000 principal amount of its 9 1/4% Senior Notes due
2006 and $1,000 principal amount of its 9 3/8% Senior Notes due 2009
(collectively, the "Exchange Notes") for each $1,000 in principal amount of
its outstanding 9 1/4% Senior Notes due 2006 and each $1,000 in principal
amount of its 9 3/8% Senior Notes due 2009, respectively (collectively, the
"Old Notes") that were issued and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of Old Notes who wish to tender their Old Notes must, prior
to the Expiration Date: (1) complete, sign, date and deliver this Letter, or
a facsimile thereof, to the Exchange Agent, in person or to the address set
forth above; and (2) tender his or her Old Notes or, if a tender of Old Notes
is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility"), confirm such book-entry transfer (a "Book-Entry Confirmation"),
in each case in accordance with the procedures for tendering described in the
Instructions to this Letter. Holders of Old Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
Book-Entry Confirmation and all other documents required by this Letter to be
delivered to the Exchange Agent on or prior to the Expiration Date, must
tender their Old Notes according to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer--How to Tender" in the
Prospectus. (See Instruction 1).
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Old Notes validly tendered and not withdrawn and
the issuance of the Exchange Notes will be made on the Exchange Date. For
the purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted for exchange validly tendered Old Notes when, as and if the Issuer
has given written notice thereof to the Exchange Agent.
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of
the Prospectus or this Letter may be directed to the Exchange Agent, at the
address listed above, or Xxxxx X. Xxxxxxxxx, Senior Vice President, General
Counsel and Secretary, EchoStar Communications DBS Corporation, 0000 Xxxxx
Xxxxx Xx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, at (000) 000-0000
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have
the respective meanings ascribed to them in the Prospectus. List in Box 1
below the Old Notes of which you are the holder. If the space provided in
Box 1 is inadequate, list the certificate numbers and principal amount of Old
Notes on a separate signed schedule and affix that schedule to this Letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
----------------------------------------------------------------------------------------------------------
Name(s) and Address(es) Certificate Principal Amount Principal Amount
of Registered Holder(s) Number(s) (1) of Old Notes of Old Notes Tendered (2)
(Please fill in if blank)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Totals:
----------------------------------------------------------------------------------------------------------
(1) Need not be completed if Old Notes are being tendered by book-entry
transfer.
(2) Unless otherwise indicated, the entire principal amount of Old Notes
represented by a certificate or Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuer the principal amount of Old Notes indicated
above. Subject to, and effective upon, the acceptance for exchange of the
Old Notes tendered with this Letter, the undersigned exchanges, assigns and
transfers to, or upon the order of, the Issuer all right, title and interest
in and to the Old Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his or
her agent and attorney-in-fact (with full knowledge that the Exchange Agent
also acts as the agent of the Issuer) with respect to the tendered Old Notes,
with full power of substitution, to: (a) deliver certificates for such Old
Notes; (b) deliver Old Notes and all accompanying evidence of transfer and
authenticity to or upon the order of the Issuer upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes to which the
undersigned is entitled upon the acceptance by the Issuer of the Old Notes
tendered under the Exchange Offer; and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Old Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and that the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claim. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Issuer to be
necessary or desirable to complete the assignment and transfer of the Old
Notes tendered.
The undersigned agrees that acceptance of any tendered Old Notes by the
Issuer and the issuance of Exchange Notes (together with the guarantees of
the Guarantors (as defined in the Prospectus) with respect thereto) in
exchange therefor shall constitute performance in full by the Issuer and the
Guarantors of their obligations under the Registration Rights Agreement (as
defined in the Prospectus) and that, upon the issuance of the Exchange Notes,
the Issuer and the Guarantors will have no further obligations or liabilities
thereunder (except in certain limited circumstances). By tendering Old
Notes, the undersigned certifies (a) that it is not an "affiliate" of the
Issuer within the meaning of the Securities Act (an "Affiliate"), that it is
not a broker-dealer that owns Old Notes acquired directly from the Issuer or
an Affiliate, that it is acquiring the Exchange Notes acquired directly from
the Issuer or an Affiliate, that it is acquiring the Exchange Notes offered
hereby in the ordinary course of the undersigned's business and that the
undersigned has no arrangement with any person to participate in the
distribution of such Exchange Notes; (b) that it is an Affiliate of the
Issuer or of any of the initial purchasers of the Old Notes in the Old Notes
Offering and that it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable to it;
or (c) that it is a Participating Broker-Dealer (as defined in the
Registration Rights Agreement) and that it will deliver a prospectus in
connection with any resale of the Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account, it will deliver a prospectus in connection with any
resale of such Exchange Notes. By so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The Issuer may accept the undersigned's tender by delivering written
notice of acceptance to the
Exchange Agent, at which time the undersigned's right to withdraw such tender
will terminate.
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of
the undersigned under this Letter shall be binding upon the undersigned's
heirs, personal representatives, successors and assigns. Tenders may be
withdrawn only in accordance with the procedures set forth in the
Instructions contained in this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below,
the Exchange Agent will deliver Exchange Notes (and, if applicable, a
certificate for any Old Notes not tendered but represented by a certificate
also encompassing Old Notes which are tendered) to the undersigned at the
address set forth in Box 1.
The Exchange Offer is subject to the more detailed terms set forth in
the Prospectus and, in case of any conflict between the terms of the terms of
the Prospectus and this Letter, the Prospectus shall prevail.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ___________________________________________
Account Number: __________________________________________________________
Transaction Code Number: _________________________________________________
______________________________________________________________________________
______________________________________________________________________________
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Window Ticket Number (if available): _____________________________________
Name of Institution which Guaranteed Delivery: ___________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
-------------------------------------------------------------------------------
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT OLD NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
This box must be signed by registered holder(s) of Old Notes as their name(s)
appear(s) on certificate(s) for Old Notes, or by person(s) authorized to
become registered holder(s) by endorsement and documents transmitted with
this Letter. If signature is by a trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative capacity,
such person must set forth his or her full title below. (See Instruction 3)
X
---------------------------------------------------------------------------
X
---------------------------------------------------------------------------
Signature(s) of Owner(s) or Authorized Signatory
Date: ________________, 1999
Name(s)
------------------------------------------------------------------------
(Please Print)
Capacity:
--------------------------------------------------------------------
Address:
--------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.:
------------------------------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTIONS 3 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
-------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
-------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code) of
Firm)
-------------------------------------------------------------------------------
(Authorized Signature)
-------------------------------------------------------------------------------
(Title)
-------------------------------------------------------------------------------
(Printed Name)
Date: ________________, 1999
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYOR'S NAME:___________________
-----------------------------------------------------------------------------------------------------------------------------------
Part 1 Social Security Number
or Employer Identification Number
PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND
DATING BELOW
-----------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 2 / /
Form W-9
Department of the Treasury, Internal Check the box if you are NOT subject to back-up withholding under the provisions of
Revenue Service Section 2406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified
that you are subject to back-up withholding as a result of failure to report all interest
or dividends or (2) the Internal Revenue Service has notified you that you are no longer
subject to back-up withholding.
-----------------------------------------------------------------------------------------------------------------------------------
Payor's Request for Txpayer Part 3 / /
Identification Number (TIN)
Check if awaiting TIN
-----------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON
THIS FORM IS TRUE, CORRECT AND COMPLETE
Signature ________________________ Date ______________
Name_______________________________________________
(Please Print)
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
BOX 4 BOX 4
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
-----------------------------------------------------------------------------------------------------------------------------------
To be completed ONLY if certificates for Old Notes in a To be completed ONLY if certificates for Old Notes in a principal
principal amount not exchanged, or Exchange Notes, are amount not exchanged, or Exchange Notes, are to be sent to someone
to be issued in the name of someone other than the other than the person whose signature appears in Box 2 or to an
person whose signatures appear in Box 2, or if Old Notes address other than that shown in Box 1.
delivered by book-entry transfer which are not accepted
for exchange are to be returned by credit to an account Deliver:
maintained at the Book-Entry Transfer facility other
than the account indicated above. (check appropriate boxes)
Issue and deliver: / / Old Notes not tendered
(check appropriate boxes) / / Exchange Notes, to:
/ / Old Notes not tendered Name: ________________________________
/ / Exchange Notes, to: Address: _____________________________
(Please Print) _____________________________
Name: ________________________________ _____________________________
Address: ______________________________ Please complete the Substitute Form W-9 at Box 3.
______________________________ Tax I,D. or Social Security Number:
______________________________ _____________________________
Please complete the Substitute Form W-9 at Box 3.
Tax I.D. or Social Security Number:
____________________________________
-----------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Old Notes or
a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter and any other documents
required by this Letter, must be received by the Exchange Agent at one of its
addresses set forth herein on or before the Expiration Date. The method of
delivery of this Letter, certificates for Old Notes or a Book-Entry
Confirmation, as the case may be, and any other required documents is at the
election and risk of the tendering holder, but except as otherwise provided
below, the delivery will be deemed made when actually received by the
Exchange Agent. If delivery is by mail, the use of registered mail with
return receipt requested, properly insured, is suggested.
If tendered Old Notes are registered in the name of the signer of the
Letter of Transmittal and the Exchange Notes to be issued in exchange
therefor are to be issued (and any untendered Old Notes are to be reissued)
in the name of the registered holder, the signature of such signer need not
be guaranteed. In any other case, the tendered Old Notes must be endorsed or
accompanied by written instruments of transfer in form satisfactory to the
Issuer and duly executed by the registered holder and the signature on the
endorsement or instrument of transfer must be guaranteed by a bank, broker,
dealer, credit union, savings association, clearing agency or other
institution (each an "Eligible Institution") that is a member of a recognized
signature guarantee medallion program within the meaning of Rule 17Ad-15
under the Exchange Act. If the Exchange Notes and/or Old Notes not exchanged
are to be delivered to an address other than that of the registered holder
appearing on the note registerfor the Old Notes, the signature on the Letter
of Transmittal must be guaranteed by an Eligible Institution.
Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who
wishes to tender Old Notes should contact such holder promptly and instruct
such holder to tender Old Notes on such beneficial owner's behalf. If such
beneficial owner wishes to tender such Old Notes himself, such beneficial
owner must, prior to completing and executing the Letter of Transmittal and
delivering such Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such beneficial owner's name or follow the
procedures described in the immediately preceding paragraph. The transfer of
record ownership may take considerable time.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes or a Book-Entry Confirmation, as the case may be, and
all other required documents to the Exchange Agent on or before the
Expiration Date may tender their Old Notes pursuant to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedure:
(i) tender must be made by or through an Eligible Institution; (ii) prior to
the Expiration Date, the Exchange Agent must have received from the Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by telegram, telex, facsimile transmission, mail or hand delivery)
(x) setting forth the name and address of the holder, the description of the
Old Notes and the principal amount of Old Notes tendered, (y) stating that
the tender is being made thereby and (z) guaranteeing that, within five New
York Stock Exchange trading days after the date of execution of such Notice
of Guaranteed Delivery, this Letter together with the certificates
representing the Old Notes or a Book-Entry Confirmation, as the case may be,
and any other documents required by this Letter will be deposited by the
Eligible Institution with the Exchange
Agent; and (iii) the certificates for all tendered Old Notes or a Book-Entry
Confirmation, as the case may be, as well as all other documents required by
this Letter, must be received by the Exchange Agent within five New York
Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in the Prospectus under the caption "The
Exchange Offer--How to Tender."
The method of delivery of Old Notes and all other documents is at the
election and risk of the holder. If sent by mail, it is recommended that
registered mail, return receipt requested, be used, proper insurance be
obtained, and the mailing be made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent on or before the Expiration
Date.
Unless an exemption applies under the applicable law and regulations
concerning "backup withholding" of federal income tax, the Exchange Agent
will be required to withhold, and will withhold, 31% of the gross proceeds
otherwise payable to a holder pursuant to the Exchange Offer if the holder
does not provide his or her taxpayer identification number (social security
number or employer identification number) and certify that such number is
correct. Each tendering holder should complete and sign the main signature
form and the Substitute Form W-9 included as part of the Letter of
Transmittal, so as to provide the information and certification necessary to
avoid backup withholding, unless an applicable exemption exists and is proved
in a manner satisfactory to the Issuer and the Exchange Agent.
If a holder desires to accept the Exchange Offer and time will not
permit a Letter of Transmittal or Old Notes to reach the Exchange Agent
before the Expiration Date, a tender may be effected if the Exchange Agent
has received at its office listed on the back cover hereof on or prior to the
Expiration Date a letter, telegram or facsimile transmission from an Eligible
Institution setting forth the name and address of the tendering holder, the
principal amount of the Old Notes being tendered, the names in which the Old
Notes are registered and, if possible, the certificate numbers of the Old
Notes to be tendered, and stating that the tender is being made thereby and
guaranteeing that within five New York Stock Exchange trading days after the
date of execution of such letter, telegram or facsimile transmission by the
Eligible Institution, the Old Notes, in proper form for transfer, will be
delivered by such Eligible Institution together with a properly completed and
duly executed Letter of Transmittal (and any other required documents).
Unless Old Notes being tendered by the above-described method (or a timely
Book-Entry Confirmation) are deposited with the Exchange Agent within the
time period set forth above (accompanied or preceded by a properly completed
Letter of Transmittal and any other required documents), the Issuer may, at
its option, reject the tender. Copies of a Notice of Guaranteed Delivery
which may be used by Eligible Institutions for the purposes described in this
paragraph are available from the Exchange Agent.
A tender will be deemed to have been received as of the date when the
tendering holder's properly completed and duly signed Letter of Transmittal
accompanied by the Old Notes (or a timely Book-Entry Confirmation) is
received by the Exchange Agent. Issuances of Exchange Notes in exchange for
Old Notes tendered pursuant to a Notice of Guaranteed Delivery or letter,
telegram or facsimile transmission to similar effect (as provided above) by
an Eligible Institution will be made only against deposit of the Letter of
Transmittal (and any other required documents) and the tendered Old Notes (or
a timely Book-Entry Confirmation).
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined
by the Issuer, whose determination will be final and binding. The Issuer
reserves the absolute right to reject any or all tenders that are not in
proper form or the acceptance of which, in the opinion of the Issuer's
counsel, would be unlawful. The Issuer also
reserves the right to waive any irregularities or conditions of tender as to
particular Old Notes. All tendering holders, by execution of this Letter,
waive any right to receive notice of acceptance of their Old Notes. The
Issuer's interpretation of the terms and conditions of the Exchange Offer
(including the Letter of Transmittal and the instructions thereto) will be
final and binding.
Neither the Issuer, the Exchange Agent nor any other person shall be
obligated to give notice of defects or irregularities in any tender, nor
shall any of them incur any liability for failure to give any such notice.
2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal amount
of any Old Note evidenced by a submitted certificate or by a Book-Entry
Confirmation is tendered, the tendering holder must fill in the principal
amount tendered in the fourth column of Box 1 above. All of the Old Notes
represented by a certificate or by a Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
indicated. A certificate for Old Notes not tendered will be sent to the
holder, unless otherwise provided in Box 5, as soon as practicable after the
Expiration Date, in the event that less than the entire principal amount of
Old Notes represented by a submitted certificate is tendered (or, in the case
of Old Notes tendered by book-entry transfer, such non-exchanged Old Notes
will be credited to an account maintained by the holder with the Book-Entry
Transfer Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Old Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Issuer notifies the Exchange Agent that it has
accepted the tender of Old Notes pursuant to the Exchange Offer; (ii) specify
the name of the person who tendered the Old Notes; (iii) contain a
description of the Old Notes to be withdrawn, the certificate numbers shown
on the particular certificates evidencing such Old Notes and the principal
amount of Old Notes represented by such certificates; and (iv) be signed by
the holder in the same manner as the original signature on this Letter
(including any required signature guarantee).
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Exchange Agent at its
address set forth on the back cover of the Prospectus prior to the Expiration
Date. Any such notice of withdrawal must specify the person named in the
Letter of Transmittal as having tendered Old Notes to be withdrawn, the
certificate numbers of Old Notes to be withdrawn, the principal amount of Old
Notes to be withdrawn, a statement that such holder is withdrawing his
election to have such Old Notes exchanged, and the name of the registered
holder of such Old Notes, and must be signed by the holder in the same manner
as the original signature on the Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence satisfactory to
the Issuer that the person withdrawing the tender has succeeded to the
beneficial ownership of the Old Notes being withdrawn. The Exchange Agent
will return the properly withdrawn Old Notes promptly following receipt of
notice of withdrawal. All questions as to the validity of notices of
withdrawals, including time of receipt, will be determined by the Issuer, and
such determination will be final and binding on all parties.
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If
this Letter is signed by the holder(s) of Old Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such Old Notes, without alteration, enlargement or any
change whatsoever.
If any of the Old Notes tendered hereby are owned by two or more joint
owners, all owners must sign this Letter. If any tendered Old Notes are held
in different names on several certificates, it will be
necessary to complete, sign and submit as many separate copies of this Letter
as there are names in which certificates are held.
If this Letter is signed by the holder of record and (i) the entire
principal amount of the holder's Old Notes are tendered; and/or (ii)
untendered Old Notes, if any, are to be issued to the holder of record, then
the holder of record need not endorse any certificates for tendered Old
Notes, nor provide a separate bond power. In any other case, the holder of
record must transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to
the Issuer of their authority to so act must be submitted, unless waived by
the Issuer.
Signatures on this Letter must be guaranteed by an Eligible Institution,
unless Old Notes are tendered: (i) by a holder who has not completed the Box
entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this Letter; or (ii) for the account of an Eligible Institution. In the
event that the signatures in this Letter or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantees must be by an
eligible guarantor institution which is a member of The Securities Transfer
Agents Medallion Program (STAMP), The New York Stock Exchanges Medallion
Signature Program (MSP) or The Stock Exchanges Medallion Program (SEMP). If
Old Notes are registered in the name of a person other than the signer of
this Letter, the Old Notes surrendered for exchange must be endorsed by, or
be accompanied by a written instrument or instruments of transfer or
exchange, in satisfactory form as determined by the Issuer, in its sole
discretion, duly executed by the registered holder with the signature thereon
guaranteed by an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for Old Notes not exchanged are to be issued
or sent, if different from the name and address of the person signing this
Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering Old
Notes by book-entry transfer may request that Old Notes not exchanged be
credited to such account maintained at the Book-Entry Transfer Facility as
such holder may designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered Old Notes are accepted for exchange must provide the
Exchange Agent (as payor) with his or her correct taxpayer identification
number ("TIN"), which, in the case of a holder who is an individual, is his
or her social security number. If the Exchange Agent is not provided with
the correct TIN, the holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery to the holder of the
Exchange Notes pursuant to the Exchange Offer may be subject to back-up
withholding. (If withholding results in overpayment of taxes, a refund may
be obtained.) Exempt holders (including, among others, all corporations and
certain foreign individuals) are not subject to these back-up withholding and
reporting requirements. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
Under federal income tax laws, payments that may be made by the Issuer
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the
TIN provided is correct (or that the holder is awaiting a TIN) and that: (i)
the holder has not been notified by the Internal
Revenue Service that he or she is subject to back-up withholding as a result
of failure to report all interest or dividends; (ii) the Internal Revenue
Service has notified the holder that he or she is no longer subject to
back-up withholding; or (iii) in accordance with the Guidelines, such holder
is exempt from back-up withholding. If the Old Notes are in more than one
name or are not in the name of the actual owner, consult the enclosed
Guidelines for information on which TIN to report.
6. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, the Exchange Notes or certificates for Old Notes
not exchanged are to be delivered to, or are to be issued in the name of, any
person other than the record holder, or if tendered certificates are recorded
in the name of any person other than the person signing this Letter, or if a
transfer tax is imposed by any reason other than the transfer of Old Notes to
the Issuer or its order pursuant to the Exchange Offer, then the amount of
such transfer taxes (whether imposed on the record holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of taxes or exemption from taxes is not submitted with this Letter,
the amount of transfer taxes will be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
7. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to amend
or waive any of the specified conditions in the Exchange Offer in the case of
any Old Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above, for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent.
IMPORTANT: THIS LETTER (TOGETHER WITH CERTIFICATES REPRESENTING TENDERED OLD
NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE (AS DEFINED
IN THE PROSPECTUS).
