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EXHIBIT 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
[_________________], 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE.
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ECHOSTAR BROADBAND CORPORATION
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LETTER OF TRANSMITTAL
To Exchange 10 3/8% Senior Notes due 2007
Exchange Agent:
U.S. BANK TRUST NATIONAL ASSOCIATION
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To: U.S. Bank Trust National Association
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FACSIMILE TRANSMISSION:
(▇▇▇) ▇▇▇-▇▇▇▇
CONFIRM BY TELEPHONE TO:
(▇▇▇) ▇▇▇-▇▇▇▇
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BY MAIL/HAND DELIVERY/OVERNIGHT DELIVERY:
U.S. Bank Trust National Association
Attn: Specialized Finance Group
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
2
The undersigned acknowledges receipt of the Prospectus dated January
____, 2001 (the "Prospectus") of EchoStar Broadband Corporation, a Colorado
corporation (the "Issuer"), and this Letter of Transmittal for 10 3/8% Senior
Notes due 2007 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 10 3/8% Senior Notes due 2007 (the "Exchange Notes") for
each $1,000 in principal amount of its outstanding 10 3/8% Senior Notes due 2007
(the "Old Notes") that were issued and sold in a transaction exempt from
registration under the Securities Act of 1993, 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.
Unless instructions are being transmitted through the DTC Automated
Tender Offer Program ("ATOP"), 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).
Holders of old notes who are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through ATOP. DTC
participants that are accepting the Exchange Offer must transmit their
acceptance to DTC, which will verify the acceptance and execute a book-entry
delivery to the Exchange Agent's account at DTC. DTC will send an agent's
message (the "Agent's Message") to the Exchange Agent for its acceptance.
Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange
Offer as to the tender of old notes. DTC participants may also accept the
Exchange Offer by completing and delivering a Notice of Guaranteed Delivery to
the Exchange Agent at its address set forth on the front cover of this Letter of
Transmittal and subsequently delivering old junior subordinated debentures and
the Agent's Message through ATOP. 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and
Secretary, EchoStar Broadband Corporation, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at (▇▇▇) ▇▇▇-▇▇▇▇.
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.
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BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
Name(s) and Address(es) of Principal Amount of
Registered Holder(s) Certificate Principal Amount of Old Notes
(Please fill in if blank) Number(s)(1) Old Notes Tendered(2)
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Totals:
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(1) Need not be completed if Old Notes are being tendered by book-entry.
(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.
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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 in exchange therefor shall constitute
performance in full by the Issuer its obligations under the Registration Rights
Agreement (as defined in the Prospectus) and that, upon the issuance of the
Exchange Notes, the Issuer 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 connection with the procedures set forth in the Instructions contained 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.
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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:
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Account Number:
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Transaction Code Number:
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[ ] 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):
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Institution which Guaranteed Delivery:
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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
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X
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(Signature(s) of Owner(s) or Authorized Signatory)
Date: , 2001
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Name(s)
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone No.:
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PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 BELOW)
certain signatures must be guaranteed by an eligible institution
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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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(Title)
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(Print Name)
Date: , 2001
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BOX 3
SUBSTITUTE FORM W-9
SUBSTITUTE Part I: PLEASE PROVIDE Social Security Number
FORM W-9 YOUR TIN IN THE BOX
Department of the Treasury AT RIGHT AND CERTIFY OR
Internal Revenue Service BY SIGNING AND ------------------------------
DATING BELOW Employer Identification Number
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Payer's Request for Taxpayer
Identification Number (TIN)
Part II: Check the box if you are NOT subject to back-up withholding
under the provisions of Section 2406(a)(1)(c) of the Internal Revenue
Code because (1) you have not been notified by the Service 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.
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Part III: Awaiting TIN
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CERTIFICATION UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
Signature Date
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Name:
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(Please Print)
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BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes in a principal amount not
exchanged, or Exchange Notes, are to be issued in the name of someone other than
the person whose signature appear in Box 2, or if Old Notes delivered by
book-entry transfer which are not accepted for exchange are to be returned by
credit to an account maintained at the Book-Entry Transfer facility other than
the account indicated above.
Issue and deliver:
(Check appropriate boxes)
[ ] Old Notes not tendered
[ ] Exchange Notes, to:
(Please Print)
Name:
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Address:
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Please complete the Substitute Form W-9 at Box 3.
Tax I.D. or Social Security Number:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Unless instructions are
being transmitted through ATOP, 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,
certifies 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 or 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 register for 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 be 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.
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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 for 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 front 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).
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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 in 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 Exchange 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
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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 the 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).
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