LETTER OF TRANSMITTAL
ALLIANT ENERGY RESOURCES, INC.
Offer to Exchange
Registered 9.75% Senior Notes due 2013
For Any and All Outstanding
Unregistered 9.75% Senior Notes due 2013
Pursuant to the Prospectus dated _____________, 2003
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THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M. NEW YORK CITY TIME, ON
________________, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is U.S. Bank National Association.
By Facsimile Transmission By Registered or Certified Mail,
(For Eligible Institutions Only): Hand or Overnight Courier:
(651) 244-0711 U.S. Bank, N.A.
Attention: Specialized Finance Group 180 East Fifth Street
St. Paul, MN 55101
Confirm by Telephone: Attention: Specialized Finance Group
(651) 244-8677
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS
LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated _____________, 2003 (the "Prospectus"), of Alliant Energy
Resources, Inc., a Wisconsin corporation (the "Company"), and Alliant Energy
Corporation, a Wisconsin corporation, and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange its 9.75% Senior Notes due 2013 (the "New Senior Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of the Company's issued and outstanding
unregistered 9.75% Senior Notes due 2013 (the "Old Senior Notes").
For each Old Senior Note accepted for exchange, the Holder of such Old
Senior Note will receive a New Senior Note having a principal amount equal to
that of the surrendered Old Senior Note. The New Senior Notes will bear interest
from the most recent date to which interest has been paid on the Old Senior
Notes or, if no interest has been paid on the Old Senior Notes, from December
26, 2002. Accordingly, registered Holders of New Senior Notes on the relevant
record date for the first interest payment date following the consummation of
the Exchange Offer will receive interest accrued from the most recent date to
which interest has been paid or, if no interest has been paid, from December 26,
2002. However, if that record date occurs prior to completion of the Exchange
Offer,
then the interest payable on the first interest payment date following the
completion of the Exchange Offer will be paid to the registered Holders of the
Old Senior Notes on that record date. Old Senior Notes accepted for exchange
will cease to accrue interest from and after the date of consummation of the
Exchange Offer and will be cancelled. Holders of Old Senior Notes whose Old
Senior Notes are accepted for exchange will not receive any payment in respect
of accrued interest on such Old Senior Notes otherwise payable on any interest
payment date the record date for which occurs on or after consummation of the
Exchange Offer.
This Letter is to be completed by a Holder of Old Senior Notes either if
(1) certificates are to be forwarded herewith or (2) tenders are to be made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant
to the procedures set forth in "The Exchange Offer - Book-Entry Transfer"
section of the Prospectus. Holders of Old Senior Notes whose certificates are
not immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Old Senior Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Senior Notes
according to the guaranteed delivery procedures set forth in "The Exchange Offer
- - Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1.
Delivery of documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent.
Tenders by book-entry transfer also may be made by delivering an Agent's
Message in lieu of this Letter. The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility to and received by the Exchange
Agent and forming a part of a Book-Entry Confirmation, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
tendering participant, which acknowledgment states that such participant has
received and agrees to be bound by this Letter and the Company may enforce this
Letter against such participant.
As used in this Letter, the term "Holder" with respect to the Exchange
Offer means any person in whose name Old Senior Notes are registered on the
books of the Company or, with respect to interests in global notes held by DTC,
any DTC participant listed in an official DTC proxy. The undersigned has
completed the appropriate boxes below and signed this Letter to indicate the
action the undersigned desires to take with respect to the Exchange Offer.
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List below the Old Senior Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Senior Notes should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD SENIOR NOTES TENDERED
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Name(s) and Address(es) of Aggregate
Registered Holder(s) Certificate Principal Amount Principal Amount
(Please fill in, if blank) Number(s)* of Old Senior Notes Tendered**
- -------------------------- ----------- ------------------- ----------------
- -------------------------- ----------- ------------------- ----------------
- -------------------------- ----------- ------------------- ----------------
- -------------------------- ----------- ------------------- ----------------
- -------------------------- ----------- ------------------- ----------------
- -------------------------- ----------- ------------------- ----------------
Total
- -------------------------- ----------- ------------------- ----------------
* Do not complete if Old Senior Notes are being tendered by book-entry
transfer.
** A holder will be deemed to have tendered ALL Old Senior Notes unless a
lesser amount is specified in this column. See Instruction 2. Old Senior
Notes tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiples thereof. See Instruction 1.
|_| CHECK HERE IF TENDERED OLD SENIOR 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 SENIOR 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 Holder(s)____________________________________________
Window Ticket Number (if any)______________________________________________
Date of Execution of Notice of Guaranteed Delivery_________________________
Name of Institution Which Guaranteed Delivery______________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number__________________ Transaction Code Number________________
|_| 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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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Senior Notes indicated on page 3 of this Letter. Subject to, and effective upon,
the acceptance for exchange of the Old Senior Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Old Senior Notes as are
being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Old Senior Notes, with full power of substitution,
among other things, to cause the Old Senior Notes to be assigned, transferred
and exchanged. The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and transfer
the Old Senior Notes, and to acquire the New Senior Notes issuable upon the
exchange of such tendered Old Senior Notes, and that, when the same are accepted
for exchange, the Company will acquire good and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim when the same are accepted by the Company. The undersigned
hereby further represents that: (1) any New Senior Notes acquired in exchange
for Old Senior Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such New Senior Notes, whether or not
such person is the undersigned, (2) neither the Holder of such Old Senior Notes
nor any such other person has an arrangement or understanding with any person to
participate in the distribution of such New Senior Notes, and (3) neither the
Holder of such Old Senior Notes or any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act of the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Senior Notes issued pursuant to the Exchange Offer in
exchange for the Old Senior Notes may be offered for resale, resold and
otherwise transferred by Holders thereof (other than any such Holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Holders are not
broker-dealers, such New Senior Notes are acquired in the ordinary course of
such Holders' business and such Holders have no arrangement or understanding
with any person to participate in the distribution of such New Senior Notes.
However, the SEC has not considered the Exchange Offer in the context of a
no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, then the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of the New Senior Notes. If any Holder is an affiliate of the
Company, or has any arrangement or understanding with respect to the
distribution of the New Senior Notes to be acquired pursuant to the Exchange
Offer, such Holder (i) cannot rely on the applicable interpretations of the
staff of the SEC, (ii) is not entitled and will not be permitted to tender Old
Senior Notes in the Exchange Offer and (iii) must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
any resale transaction. If the undersigned is a broker-dealer that will receive
New Senior Notes for its own account in exchange for Old Senior Notes, it
represents that the Old Senior Notes to be exchanged for the New Senior Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Senior
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Notes; however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents reasonably deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Old Senior Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer - Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Senior Notes (and, if applicable,
substitute certificates representing Old Senior Notes for any Old Senior Notes
not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old Senior Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below, please
send the New Senior Notes (and, if applicable, substitute certificates
representing Old Senior Notes for any Old Senior Notes not exchanged) to the
undersigned at the address shown above in the box entitled "Description of Old
Senior Notes Tendered."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD SENIOR
NOTES TENDERED" ON PAGE 3 OF THIS LETTER AND SIGNING THIS LETTER, WILL BE DEEMED
TO HAVE TENDERED THE OLD SENIOR NOTES AS SET FORTH IN SUCH BOX ON PAGE 3 OF THIS
LETTER.
5
____________________________________ ____________________________________
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if Old To be completed ONLY if Old
Senior Notes not exchanged and/or New Senior Notes not exchanged and/or new
Senior Notes are to be issued in the Senior Notes are to be sent to someone
name of someone other than the other than the undersigned, or to the
undersigned, or if Old Senior Notes undersigned at an address other than
delivered by book-entry transfer shown in the box entitled
which are not accepted for exchange "Description of Old Senior Notes
are to be returned by credit to an Tendered" on this Letter.
account maintained at the Book-Entry
Transfer Facility other than the
account indicated above.
Issue: |_| New Senior Notes Mail: |_| New Senior Notes
|_| Old Senior Notes |_| Old Senior Notes
Name(s) _____________________________ Name(s) ______________________________
(Please Type or Print) (Please Type or Print)
_____________________________ ______________________________
Address _____________________________ Address_______________________________
_____________________________ _______________________________
Taxpayer Identification or Social
Security No.
_____________________________________
|_| Credit unexchanged Old Senior
Notes delivered by book-entry
transfer to the Book-Entry
Transfer Facility account set
forth below.
_____________________________________
(Book-Entry Transfer Facility Account
Number, if applicable)
_____________________________________ ______________________________________
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ALL TENDERING HOLDERS PLEASE SIGN HERE
(Complete Substitute Form W-9 on next page)
x __________________________________________ _____________________ , 2003
Date
x __________________________________________ _____________________ , 2003
Date
Area Code and Telephone Number__________________________________________
This Letter must be signed by the registered holder(s) or DTC
participant(s) exactly as the name(s) appear(s) on the Old Senior Notes or on a
security position listing or by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith. If signature is by
a trustee, executor, administrator, guardian, officer or other person acting in
a fiduciary or representative capacity, please provide the following
information. See Instruction 3.
Name(s):________________________________________________________________________
(Please Type or Print)
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Taxpayer Identification or Social Security No.:_________________________________
________________________________________________________________________________
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed
By an Eligible Institution:_____________________________________________________
(Authorized Signature)
Name and Title:_________________________________________________________________
Name of Firm:___________________________________________________________________
Dated: ________________, 2003
IMPORTANT: THIS LETTER (OR A FACSIMILE HEREOF), TOGETHER WITH THE CERTIFICATES
FOR OLD SENIOR NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
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PAYOR'S NAME: U.S. Bank National Association
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SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TAXPAYER Social security number
Form W-9 IDENTIFICATION NUMBER IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING ________________________
BELOW. If Old Senior Notes are held in
more than one name, see the Guidelines OR
for Certification of Taxpayer
Identification Number on Substitute W-9 Employer Identification number
to determine which number you must
provide. ________________________
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Department of the Treasury Part 2 - FOR PAYEES EXEMPT FROM BACK WITHHOLDING (See the Guidelines for
Internal Revenue Service Certification of Taxpayer Identification Number on Substitute Form W-9).
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PAYOR'S REQUEST FOR Part 3 - CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
TAXPAYER IDENTIFICATION
NUMBER 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 either because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding; and
(3) I am a U.S. Person (including a resident alien).
The Internal Revenue Service does not require your consent to any provision of this
document other than the certifications required to avoid backup withholding.
SIGNATURE _______________________________________________
PRINTED NAME_____________________________________________
DATE______________________________
You must cross out item (2) of the above certification if you have been notified by
the IRS that you are subject to backup withholding because you failed to report all
interest and dividends on your tax return.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION NUMBER.
- ---------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a)
I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange,
30% of all reportable payments made to me thereafter will be withheld until I provide a number.
Signature__________________________________________ Date_______________________
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter and Senior Notes; Guaranteed Delivery Procedures.
This Letter is to be completed by Holders of Old Senior Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer - Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Old Senior Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter (or manually
signed facsimile hereof), with any required signature guarantees, and any other
documents required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
Holder must comply with the guaranteed delivery procedures set forth below. Old
Senior Notes tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiples thereof.
Holders who tender their Old Senior Notes by delivering an Agent's Message
do not need to submit this Letter.
Holders whose certificates for Old Senior Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Senior Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer - Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution, (ii) prior to 11:59 P.M., New York City time, on the
Expiration Date, the Exchange Agent must receive from such Eligible Institution
a properly completed and duly executed letter (or a facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided by the Company
(by facsimile transmission, mail or hand delivery), setting forth the name and
address of the Holder of Old Senior Notes and the amount of Old Senior Notes
tendered stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the Expiration
Date, the certificates for all physically tendered Old Senior Notes, in proper
form for transfer, 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
physically tendered Old Senior Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, and all other documents required by
this Letter, are received by the Exchange Agent within three NYSE trading days
after the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER, THE OLD SENIOR NOTES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
See "The Exchange Offer" section of the Prospectus.
9
2. Partial Tenders (not applicable to Holders who tender by book-entry
transfer).
If less than all of the Old Senior Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of the Old Senior Notes to be tendered in the box
above entitled "Description of Old Senior Notes Tendered--Principal Amount
Tendered." A reissued certificate representing the balance of non-tendered Old
Senior Notes will be sent to such tendering Holder, unless otherwise provided in
the appropriate box on this Letter promptly after the Expiration Date. All of
the Old Senior Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered Holder of the Old Senior Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever. If this Letter is
signed by a participant in DTC, the signature must correspond with the name as
it appears on the security position listing as the owner of the Old Senior
Notes.
If any tendered Old Senior Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Old Senior Notes are registered in different names, it will
be necessary to complete, sign and submit as many separate copies of this Letter
as there are different registrations of Old Senior Notes.
When this Letter is signed by the registered Holder(s) of the Old Senior
Notes specified herein and tendered hereby, no endorsements of the tendered Old
Senior Notes or separate bond powers are required. If, however, the new Senior
Notes are to be issued, or any untendered Old Senior Notes are to be reissued,
to a person other than the registered Holder, then endorsements of any Old
Senior Notes transmitted hereby or separate bond powers are required. Signatures
on the Old Senior Notes or bond power must be guaranteed by an Eligible
Institution.
If this Letter is signed by a person other than the registered Holder(s) of
any Old Senior Notes specified herein, such Old Senior Notes must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered Holder or Holders appear(s) on the Old Senior
Notes (or security position listing) and signatures on the Old Senior Notes or
bond power must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are 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, unless waived by the Company, must
submit proper evidence satisfactory to the Company of their authority to so act.
Endorsements on Old Senior Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by a firm or other entity identified in
Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution,"
including (as such terms are defined therein) (i) a bank, (ii) broker, dealer,
municipal securities broker or dealer or government securities broker or dealer,
(iii) a credit union, (iv) a national securities exchange, registered securities
association or clearing agency, or (v) a savings association that is a
participant in a Securities Transfer Association (an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible Institution
if the Old Senior Notes are tendered: (i) by a registered Holder of Old Senior
Notes (which term, for purposes of the
10
Exchange Offer, includes any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the Owner of such Old
Senior Notes) 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.
4. Special Issuance and Delivery Instructions.
Tendering Holders of Old Senior Notes should indicate in the applicable box
on page 6 of this Letter the name and address to which New Senior Notes issued
pursuant to the Exchange Offer and/or substitute certificates evidencing Old
Senior Notes not exchanged are to be issued or sent, if different from the name
or address of the person signing this Letter. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated. Holders tendering Old Senior Notes by
book-entry transfer may request that Old Senior Notes not exchanged be credited
to such account maintained at the Book-Entry Transfer Facility as such note
Holder may designate hereon. If no such instructions are given, such Old Senior
Notes not exchanged will be returned to the name and address of the person
signing this Letter.
5. Taxpayer Identification Number.
Federal income tax law generally requires that a tendering Holder whose Old
Senior Notes are accepted for exchange must provide the Company (as payor) with
such Holder's correct Taxpayer Identification Number ("TIN") on the substitute
Form W-9 on page 8 of this Letter, which in the case of a tendering Holder who
is an individual, is his or her social security number. If the Company is not
provided with the current TIN or an adequate basis for an exemption from backup
withholding, such tendering Holder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, the Exchange Agent maybe required to
withhold 30% of the amount of any reportable payments made after the exchange to
such tendering Holder of New Senior Notes. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt Holders of Old Senior Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt holders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 and sign, date and return the form to the Exchange Agent.
See the enclosed Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. If
the tendering holder of Old Senior Notes is a nonresident alien or foreign
entity not subject to backup withholding, such holder must give the Exchange
Agent a completed Form W-8 Certificate of Foreign Status.
To prevent backup withholding, each tendering Holder of Old Senior Notes
must provide its correct TIN by completing the Substitute Form W-9 on page 8 of
this Letter, certifying, under penalties of perjury, that the TIN provided is
correct (or that such Holder is awaiting a TIN) and that (i) the Holder is
exempt from backup withholding, or (ii) the Holder has not been notified by the
Internal Revenue Service that such Holder is subject to backup withholding as a
result of a failure to report all interest or dividends or (iii) the Internal
Revenue Service has notified the Holder that such Holder is no longer subject to
backup withholding. If the Old Senior Notes are in more than one name or are not
in the name of the actual owner, such Holder should consult the W-9 Guidelines
for information on which TIN to report. Failure to provide the information on
the form may subject the Holder to 30% federal income tax backup withholding on
all reportable payments tot he Holder. If such Holder does not have a TIN, such
Holder should consult the W-9 Guidelines for instructions on applying for a TIN,
apply for a TIN and write "applied for" in lieu of its TIN in Part 1 of the
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Substitute Form W-9. Writing "applied for" on the form means that such Holder
has already applied for a TIN or that such Holder intends to apply for one in
the near future. If "applied for" is written in Part 1 of the Substitute Form
W-9 and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will withhold 30% of all reportable payments to the Holder
thereafter until a TIN is provided to the Exchange Agent.
6. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Senior Notes to it or its order pursuant to the Exchange Offer. If,
however, New Senior Notes and/or substitute Old Senior Notes not exchanged are
to be delivered to, or are to be registered or issued in the name of, any person
other than the registered Holder of the Old Senior Notes tendered hereby, or if
tendered Old Senior Notes are registered in the name of any person other than
the person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Old Senior Notes to the Company or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered Holder or any other person) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Senior Notes specified in this
Letter.
7. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Senior Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their Old
Senior Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Senior Notes nor shall any of them incur any liability for failure to give any
such notice.
8. Mutilated, Lost, Stolen or Destroyed Old Senior Notes.
Any Holder whose Old Senior Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the procedures for replacing mutilated, lost, stolen or destroyed
certificates have been followed.
9. Withdrawal Rights.
Tenders of Old Senior Notes may be withdrawn at any time prior to 11:59
P.M., New York City time, on the Expiration Date. For a withdrawal of a tender
of Old Senior Notes to be effective, a written notice of withdrawal must be
received by the Exchange Agent at the address on page 1 of this Letter prior to
11:59 P.M., New York City time, on the Expiration Date. Any such notice of
withdrawal must (i) specify the name of the person having tendered the Old
Senior Notes to be withdrawn (the "Depositor"), (ii) identify the Old Senior
Notes to be withdrawn (including certificate number or numbers and the principal
amount of such Old Senior Notes), (iii) contain a statement that such Holder is
withdrawing his election to have such Old Senior Notes exchanged, (iv) be signed
by the Holder in the same manner as the original signature on the Letter by
which such Old Senior Notes were tendered (including any required signature
guarantees) or be accompanied by documents of
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transfer to have the Trustee with respect to the Old Senior Notes register the
transfer of such Old Senior Notes in the name of the person withdrawing the
tender and (v) specify the name in which such Old Senior Notes are registered,
if different from that of the Depositor. If Old Senior Notes have been tendered
pursuant to the procedure for book-entry transfer set forth in "The Exchange
Offer - Book-Entry Transfer" section of the Prospectus, any notice of withdrawal
must specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Old Senior Notes and otherwise comply
with the procedures of such facility.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, whose determination
shall be final and binding on all parties. Any Old Senior Notes so withdrawn
will be deemed not to have been validly tendered for exchange for purposes of
the Exchange Offer and no New Senior Notes will be issued with respect thereto
unless the Old Senior Notes so withdrawn are validly retendered. Any Old Senior
Notes that have been tendered for exchange but which are not exchanged for any
reason will be returned to the Holder thereof without cost to such Holder (or,
in the case of Old Senior Notes tendered by book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures set forth in "The Exchange Offer - Book-Entry
Transfer" section of the Prospectus, such Old Senior Notes will be credited to
an account maintained with the Book-Entry Transfer Facility for the Old Senior
Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Old Senior Notes may be
retendered by following the procedures described above at any time on or prior
to 11:59 P.M., New York City time, on the Expiration Date.
10. Irregularities.
The Company will determine, in its sole discretion, all questions as to the
form, validity, eligibility (including time of receipt) and acceptance for
exchange of any tender of Old Senior Notes, which determination shall be final
and binding. The Company reserves the absolute right to reject any and all
tenders of any particular Old Senior Notes not properly tendered or to not
accept any particular Old Senior Notes which acceptance might, in the judgment
of the Company or its counsel, be unlawful. The Company also reserves the
absolute right, in its sole discretion, to waive any defects or irregularities
or conditions of the Exchange Offer as to any particular Old Senior Notes either
before or after the Expiration Date (including the right to waive the
ineligibility of any holder who seeks to tender Old Senior Notes in the Exchange
Offer). The interpretation of the terms and conditions of the Exchange Offer as
to any particular Old Senior Notes either before or after the Expiration Date
(including the Letter of Transmittal and the instructions thereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with the tender of Old Senior Notes for exchange
must be cured within such reasonable period of time as the Company shall
determine. Neither the Company, the Exchange Agent nor any other person shall be
under any duty to give notification of any defect or irregularity with respect
to any tender of Old Senior Notes for exchange, nor shall any of them incur any
liability for failure to give such notification.
11. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter, the Notice of Guaranteed
Delivery and other related documents may be directed to the Exchange Agent, at
the address and telephone number indicated on page 1 of this Letter.
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