Exhibit 99.1
LETTER OF TRANSMITTAL
FOR
13 1/2% SENIOR SUBORDINATED NOTES DUE 2010
OF
RESOLUTION PERFORMANCE PRODUCTS LLC
AND
RPP CAPITAL CORPORATION
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00P.M.,
NEW YORK CITY TIME, ON , 2001 (THE "EXPIRATION DATE")
UNLESS EXTENDED.
The Exchange Agent for the Exchange Offer is:
UNITED STATES TRUST COMPANY OF NEW YORK
By Hand to 4:30 pm: By Registered or Certified
By Overnight Courier Mail:
and By Hand Delivery after 4:30 pm United States Trust Company United States Trust Company
on the Expiration Date: of New York of New York
United States Trust Company 30 Broad Street P.O. Box 84
of New York B-Level Cooper Station
30 Broad Street, 14th Floor New York, New York New York, New York
New York, New York 10004-2304 10004-2304 10274-0084
Telephone Number: (800) 548-6565
Facsimile Number: (646) 458-8111
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated , 2001
(the "Prospectus") of Resolution Performance Products LLC and RPP Capital
Corporation (together, the "Issuers"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together describe the Issuers' offer (the
"Exchange Offer") to exchange their 13 1/2% Senior Subordinated Notes due 2010
(the "Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for an equal aggregate principal
amount of their outstanding 13 1/2% Senior Subordinated Notes due 2010 (the
"Old Notes" and, together with the Exchange Notes, the "Notes") from the
holders thereof.
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Old Notes for which they may be exchanged pursuant to the Exchange Offer,
except that the Exchange Notes are freely transferable by holders thereof
(except as provided herein or in the Prospectus).
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
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The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the certificate numbers and aggregate
principal amounts should be listed on a separate signed schedule affixed
hereto. The minimum permitted tender is $1,000 in principal amount. All other
tenders must be in integral multiples of $1,000.
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
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Aggregate
Name(s) and Address(es) of Principal Amount Principal
Registered Holder(s) Certificate Represented by Amount
(Please Fill In) Number(s)* Old Notes* Tendered **
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered
the full aggregate principal amount represented by such Old Notes. See
instruction 2.
Holders of Old Notes whose Old Notes are not immediately available or who
cannot deliver all other required documents to the Exchange Agent on or prior
to the Expiration Date or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Old Notes are
registered or any other person who has obtained a properly completed bond
power from the registered holder or any person whose Old Notes are held of
record by The Depository Trust Company ("DTC").
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any
resale of such Exchange Notes; however, by so acknowledging and by delivering
a prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. A broker-dealer may
not participate in the Exchange Offer with respect to Old Notes acquired other
than as a result of market-making activities or other trading activities. Any
holder who is an "affiliate" of the Issuers or who has an arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, or any broker-dealer who purchased
Old Notes from the Issuers to resell pursuant to Rule 144A under the
Securities Act or any other available exemption under the Securities Act must
comply with the registration and prospectus delivery requirements under the
Securities Act.
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[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY 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 Eligible Institution that Guaranteed Delivery___________________
[_]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 AND COMPLETE THE FOLLOWING:
Name(s) ________________________________________________________________
Address ________________________________________________________________
- ------------------------------------ -----------------------------------
SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4, and 5) (See Instructions 3, 4, and 5)
To be completed ONLY if To be completed ONLY if
certificates for Old Notes in a certificates for Old Notes in a
principal amount not tendered, or principal amount not tendered, or
Exchange Notes issued in exchange Exchange Notes issued in exchange
for Old Notes accepted for for Old Notes accepted for
exchange, are to be issued in the exchange, are to be sent to
name of someone other than the someone other than the
undersigned. undersigned, or to the undersigned
at an address other than that
Issue certificate(s) to: shown above.
Name ______________________________ Deliver certificate(s) to:
(Please Print)
Name_______________________________
Address ___________________________ (Please Print)
___________________________________ Address ___________________________
(Include Zip Code)
___________________________________
___________________________________ (Include Zip Code)
(Tax Identification or Social
Security Number) ___________________________________
(Tax Identification or Social
Security Number)
- ------------------------------------ -----------------------------------
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the principal amount of the Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of all or any portion of the Old Notes tendered herewith in
accordance with the terms and conditions of the Exchange Offer (including, if
the Exchange Offer is extended or amended, the terms and conditions of any
such extension or amendment), the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, the Issuers all right, title and interest
in and to such Old Notes as are being tendered herewith. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent as its true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge that
the Exchange Agent also acts as the agent of the Issuers, in connection with
the Exchange Offer) to cause the Old Notes to be assigned, transferred and
exchanged.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the Old Notes and to acquire Exchange
Notes issuable upon the exchange of such tendered Old Notes, and that, when
the same are accepted for exchange, the Issuers will acquire good and
unencumbered title to the tendered Old Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
The undersigned and any beneficial owner of the Old Notes tendered hereby
further represent and warrant that (i) the Exchange Notes acquired by the
undersigned and any such beneficial owner of Old Notes pursuant to the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving such Exchange Notes, (ii) neither the undersigned nor any
such beneficial owner has an arrangement with any person to participate in the
distribution of such Exchange Notes, (iii) neither the undersigned nor any
such beneficial owner nor any such other person is engaging in or intends to
engage in a distribution of such Exchange Notes and (iv) neither the
undersigned nor any such other person is an "affiliate", as defined under Rule
405 promulgated under the Securities Act, of the Issuers. The undersigned and
each beneficial owner acknowledge and agree that any person who is an
affiliate of the Issuers or who tenders in the Exchange Offer for the purpose
of participating in a distribution of the Exchange Notes must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a resale transaction of the Exchange Notes acquired by such
person and may not rely on the position of the staff of the Securities and
Exchange Commission set forth in the no-action letters discussed in the
Prospectus under the caption "The Exchange Offer--Purpose and Effect of the
Exchange Offer." The undersigned and each beneficial owner will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or
the Issuers to be necessary or desirable to complete the sale, assignment and
transfer of the Old Notes tendered hereby.
For purposes of the Exchange Offer, the Issuers shall be deemed to have
accepted validly tendered Old Notes when, as and if the Issuers have given
oral notice (confirmed in writing) or written notice thereof to the Exchange
Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer because of an invalid tender, the occurrence of certain other
events set forth in the Prospectus or otherwise, any such unaccepted Old Notes
will be returned, without expense, to the undersigned at the address shown
below or at a different address as may be indicated herein under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Issuers upon the terms and
subject to the
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conditions of the Exchange Offer, subject only to withdrawal of such tenders
on the terms set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."
Unless otherwise indicated under "Special Exchange Instructions," please
cause the Exchange Notes to be issued, and return any Old Notes not tendered
or not accepted for exchange, in the name(s) of the undersigned (and, in the
case of Old Notes tendered by book-entry transfer, by credit to the account at
DTC). Similarly unless otherwise indicated under "Special Delivery
Instructions," please mail any certificates for Old Notes not tendered or not
accepted for exchange (and accompanying documents, as appropriate), and any
certificates for Exchange Notes, to the undersigned at the address shown below
the undersigned's signature(s). If both "Special Exchange Instructions" and
"Special Delivery Instructions" are completed, please cause the Exchange Notes
to be issued, and return any Old Notes not tendered or not accepted for
exchange, in the name(s) of, and deliver any certificates for such Old Notes
or Exchange Notes to, the person(s) so indicated (and in the case of Old Notes
tendered by book-entry transfer, by credit to the account at DTC so
indicated). The undersigned recognizes that the Issuers have no obligation,
pursuant to the "Special Exchange Instructions," to transfer any Old Notes
from the name of the registered holder(s) thereof if the Issuers do not accept
for exchange any of the Old Notes so tendered.
Holders of Old Notes whose Old Notes are not immediately available or who
cannot deliver all other required documents to the Exchange Agent on or prior
to the Expiration Date or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus.
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TENDERING HOLDER(S) SIGN HERE
Date: _________________________________________________________________________
Date: _________________________________________________________________________
(Signature of Registered Holder(s) or Authorized Signatory)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Old Notes hereby tendered or in whose name Old Notes are
registered on the books of DTC or one of its participants, or by any person(s)
authorized to become the registered holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity, please set forth the full title of
such person. See instruction 3.)
Names(s): _____________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number: _______________________________________________
Taxpayer Identification No.: __________________________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTION 3)
Authorized Signature: _________________________________________________________
Name: _________________________________________________________________________
Title: ________________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
Name of Firm: _________________________________________________________________
Area Code and Telephone No.: __________________________________________________
Dated: , 2001
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES.
A holder of Old Notes may tender the same by (i) properly completing and
signing this Letter of Transmittal or a facsimile hereof (all references in
the Prospectus to the Letter of Transmittal shall be deemed to include a
facsimile thereof) and delivering the same, together with the certificate or
certificates, if applicable, representing the Old Notes being tendered and any
required signature guarantees and any other documents required by this Letter
of Transmittal, to the Exchange Agent at its address set forth above on or
prior to the Expiration Date, or (ii) complying with the procedure for book-
entry transfer described below, or (iii) complying with the guaranteed
delivery procedures described below.
Holders of Old Notes may tender Old Notes by book-entry transfer by
crediting the Old Notes to the Exchange Agent's account at DTC in accordance
with DTC's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer. DTC
participants that are accepting the Exchange Offer should transmit their
acceptance to DTC, which will edit and verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
a computer-generated message (an "Agent's Message") to the Exchange Agent for
its acceptance in which the holder of the Old Notes acknowledges and agrees to
be bound by the terms of, and makes the representations and warranties
contained in, this Letter of Transmittal, the DTC participant confirms on
behalf of itself and the beneficial owners of such Old Notes all provisions of
this Letter of Transmittal (including any representations and warranties)
applicable to it and such beneficial owner as fully as if it had completed the
information required herein and executed and transmitted this Letter of
Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will
satisfy the terms of the Exchange Offer as to execution and delivery of a
Letter of Transmittal by the participant identified in the Agent's Message.
DTC participants may also accept the Exchange Offer by submitting a Notice of
Guaranteed Delivery through ATOP.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ANY
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT
AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY
MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO
PERMIT TIMELY DELIVERY. NO OLD NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT
TO THE ISSUERS.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent on or
prior to the Expiration Date or comply with book-entry transfer procedures on
a timely basis must tender their Old Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) on or prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution a letter, telegram or facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight courier) setting forth the name and address of the tendering holder,
the names in which such Old Notes are registered, and, if applicable, the
certificate numbers of the Old Notes to be tendered; and (iii) all tendered
Old Notes (or a confirmation of any book-entry transfer of such Old Notes into
the Exchange Agent's account at a book-entry transfer facility) as well as
this Letter of Transmittal and all other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three New York
Stock Exchange trading days after the date of execution of such letter,
telegram or facsimile transmission, all as provided in the Prospectus.
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No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal
(or facsimile thereof), shall waive any right to receive notice of the
acceptance of the Old Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
Tenders of Old Notes will be accepted only in integral multiples of $1,000.
If less than the entire principal amount of Old Notes evidenced by a submitted
certificate is tendered, the tendering holder must fill in the aggregate
principal amount of Old Notes tendered in the box entitled "Description of Old
Notes Tendered Herewith." A newly issued certificate for the Old Notes
submitted but not tendered will be sent to such holder as soon as practicable
after the Expiration Date. All Old Notes delivered to the Exchange Agent will
be deemed to have been tendered unless otherwise clearly indicated.
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 written notice of
withdrawal must: (i) be received by the Exchange Agent at one of the addresses
for the Exchange Agent set forth above before the Issuers notify the Exchange
Agent that they have accepted the tender of Old Notes pursuant to the Exchange
Offer; (ii) specify the name of the person who tendered the Old Notes to be
withdrawn; (iii) identify the Old Notes to be withdrawn (including the
principal amount of such Old Notes, or, if applicable, the certificate numbers
shown on the particular certificates evidencing such Old Notes and the
principal amount of Old Notes represented by such certificates); (iv) include
a statement that such holder is withdrawing its election to have such Old
Notes exchanged; and (v) be signed by the holder in the same manner as the
original signature on this Letter of Transmittal (including any required
signature guarantee). The Exchange Agent will return the properly withdrawn
Old Notes promptly following receipt of notice of withdrawal. If Old Notes
have been tendered pursuant to the procedure for book-entry transfer, 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 Notes or
otherwise comply with the book-entry transfer facility's procedures. All
questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by the Issuers, and such determination will be
final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old Notes which 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 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 described above, such Old Notes will be credited to an account with
such book-entry transfer facility specified by the holder) as soon as
practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Notes may be retendered by following
one of the procedures described under the caption "The Exchange Offer--
Procedures for Tendering" in the Prospectus at any time prior to the
Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it will
be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.
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When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
owner of the Old Notes) of Old Notes listed and tendered hereby, no
endorsements of certificates or separate written instruments of transfer or
exchange are required unless Exchange Notes issued in exchange therefor are to
be issued, or Old Notes are not tendered or not exchanged are to be returned,
in the name of any person other than the registered holder. Signatures on any
such certificates or separate written instruments of transfer or exchange must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Old Notes listed, such Old Notes must be
endorsed or accompanied by separate written instruments of transfer or
exchange in form satisfactory to the Issuers and duly executed by the
registered holder, in either case signed exactly as the name or names of the
registered holder or holders appear(s) on the Old Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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 Issuers, proper evidence
satisfactory to the Issuers of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments
of transfer or exchange required by this Instruction 3 must be guaranteed by
an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution, unless Old Notes are tendered: (i) by a holder who has not
completed the box entitled "Special Exchange Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal; or (ii) for the account
of an Eligible Institution (as defined below). In the event that the
signatures in this Letter of Transmittal 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 a firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or another "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended (an "Eligible Institution"). If Old Notes are registered in the
name of a person other than the signer of this Letter of Transmittal, 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 Issuers, in their sole discretion, duly executed by
the registered holder with the signature thereon guaranteed by an Eligible
Institution.
4. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, as applicable, the name and address to
which the Exchange Notes or certificates for Old Notes not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. 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. TRANSFER TAXES.
The Issuers shall pay all transfer taxes, if any, applicable to the transfer
and exchange of Old Notes to them or their order pursuant to the Exchange
Offer. If, however, Exchange Notes or Old Notes not tendered or accepted for
exchange are to be delivered to, or are registered or issued in the name of
any person other than the registered holder of the Old Notes tendered hereby,
or if tendered Old Notes are registered in the name of any person other than
the person signing this Letter of Transmittal, or it a transfer tax is imposed
for any reason other than the transfer and exchange of Old Notes to the
Issuers or their order pursuant to the Exchange Offer, the amount of
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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 exception therefrom is not submitted herewith the
amount of such transfer taxes will be billed directly to such tendering
holder.
6. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive, in whole or in part, any of
the conditions to the Exchange Offer set forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the address indicated below for further
instructions.
8. IRREGULARITIES.
All questions as to the validity, form, eligibility (including time of
receipt), and acceptance of Letters of Transmittals or Old Notes will be
resolved by the Issuers, whose determination will be final and binding. The
Issuers reserve the absolute right to reject any or all Letters of Transmittal
or tenders that are not in proper form or the acceptance of which would, in
the opinion of the Issuers' counsel, be unlawful. The Issuers also reserve the
right to waive any irregularities or conditions of tender as to the particular
Old Notes covered by any Letter of Transmittal or tendered pursuant to such
letter. None of the Issuers, the Exchange Agent or any other person will be
under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification. The
Issuers' interpretation of the terms and conditions of the Exchange Offer
shall be final and binding.
9. SUBSTITUTE FORM W-9.
Each holder of Old Notes whose Old Notes are accepted for exchange (or other
payee) is required to provide a correct taxpayer identification number
("TIN"), generally the holder's Social Security or federal employer
identification number, and certain other information, on Substitute Form W-9,
which is provided under "Important Tax Information" below, and to certify that
the holder (or other payee) is not subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the holder (or
other payee) to a $50 penalty imposed by the Internal Revenue Service and 31%
federal income tax backup withholding on payments made in connection with the
Old Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the
holder (or other payee) has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked
and a TIN is not provided by the time any payment is made in connection with
the Old Notes, 31% of all such payments will be withheld until a TIN is
provided.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent at the address and
telephone number indicated above.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF
(TOGETHER WITH CERTIFICATES OF OLD NOTES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY
MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
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IMPORTANT TAX INFORMATION
The Holder is required to give the Exchange Agent the social security number
or employer identification number of the Holder of the Old Notes. 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 Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to
report.
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Name of Holder
(if joint, list first and circle the name of the person or entity whose number
you enter in Part I below)
Address
(if Holder does not complete, signature below will constitute a certification
that the above address is correct)
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PAYOR'S NAME: Resolution Performance Products LLC and RPP Capital Corporation
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Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND ----------------------
SUBSTITUTE CERTIFY BY SIGNING AND Social security number
Form W-9 DATING BELOW. If you do not OR
have a number, see How to ----------------------
Department of the Obtain a "TIN" in the Employer identification
Treasury Internal enclosed Guidelines. number
Revenue Service --------------------------------------------------------
Part 2--FOR PAYEESS EXEMPT FROM BACKUP WITHHOLDING,
SEE THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9
Certification-Under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct
Payer's Request for Taxpayer Identification Number (or I am waiting
Taxpayer for a number to be issued for me); and
Identification
Number (TIN) (2) I am not subject to backup withholding either
because I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or the IRS has
notified me that I am no longer subject to backup
withholding.
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Certification Instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are subject to backup withholding because of
underreporting interest or dividends on your tax re-
turn. However, if after being notified by the IRS
that you were subject to backup withholding, do not
cross item (2). (Also see instruction in the enclosed
Guidelines for Certification of Taxpayer Identifica-
tion Number on Substitute Form W-9)
SIGNATURE: _________________________ DATE: ______
NAME _______________________________
(Please Print)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
(DO NOT WRITE IN SPACE BELOW)
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Certificate Old Notes Old Notes
Surrendered Tendered Accepted
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Delivery Prepared By: ____ Checked By: _______ Dated: ______
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