LETTER OF TRANSMITTAL
to Tender
Outstanding 7 3/4% Senior Notes due 2012
of
PLAINS ALL AMERICAN PIPELINE, L.P.
AND
PAA FINANCE CORP.
Pursuant to the Exchange Offer and Prospectus
dated , 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2002 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED BY THE ISSUERS.
The Exchange Agent for the Exchange Offer is:
Wachovia Bank, National Association
By Overnight Courier and
By Mail: By Hand Delivery: By Facsimile:
Wachovia Bank, Wachovia Bank, (704) 590-7628
National Association National Association (For Eligible
Customer Information Customer Information Institutions Only)
Center Center Corporate Trust Confirm By Telephone:
Corporate Trust Operations--NC1153 1525 (704) 590-7409
Operations--NC1153 1525 West W. T. Harris
West W. T. Harris Blvd.--3C3
Blvd.--3C3 Charlotte, North Carolina
Charlotte, North Carolina 28262-1153
28288 Attention: Attention: Tiffany
Tiffany Williams Williams
(registered or certified
mail recommended)
Delivery of this Letter of Transmittal to an address other than as set forth
above or transmission of instructions via a facsimile transmission to a number
other than as set forth above will not constitute a valid delivery.
If you wish to exchange currently outstanding 73/4% senior notes due 2012
(the "outstanding notes") for an equal aggregate principal amount at maturity
of new 73/4% senior notes due 2012 pursuant to the exchange offer, you must
validly tender (and not withdraw) outstanding notes to the exchange agent prior
to the expiration date.
-----------------
The undersigned hereby acknowledges receipt and review of the Prospectus,
dated , 2002 (the "Prospectus"), of Plains All American Pipeline, L.P.
and PAA Finance Corp. (the "Issuers"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together describe the Issuers' offer (the
"Exchange Offer") to exchange their 73/4% Senior Notes due 2012 (the "New
Notes") that have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of their issued and
outstanding 73/4% Senior Notes due 2012 (the "Outstanding Notes"). Capitalized
terms used but not defined herein have the respective meaning given to them in
the Prospectus.
The Issuers reserve the right, at any time or from time to time, to extend
the Exchange Offer at their discretion, in which event the term "Expiration
Date" shall mean the latest date to which the Exchange Offer is extended. The
Issuers shall notify the Exchange Agent and each registered holder of the
Outstanding Notes of any extension by oral or written notice prior to 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
This Letter of Transmittal is to be used by a holder of Outstanding Notes if
Outstanding Notes are to be forwarded herewith. An Agent's Message (as defined
in the next sentence) is to be used if delivery of Outstanding 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") pursuant to
the procedures set forth in the Prospectus under the caption "Exchange Offer --
Procedures for Tendering." The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility and received by the Exchange
Agent and forming a part of the confirmation of a book-entry transfer
("Book-Entry Confirmation"), which states that the Book-Entry Transfer Facility
has received an express acknowledgment from a participant tendering Outstanding
Notes that are the subject of such Book-Entry Confirmation and that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that the Issuers may enforce such agreement against such
participant. Holders of Outstanding Notes whose Outstanding Notes are not
immediately available, or who are unable to deliver their Outstanding Notes and
all other documents required by this Letter of Transmittal to the Exchange
Agent on or prior to the Expiration Date, or who are unable to complete the
procedure for book-entry transfer on a timely basis, must tender their
Outstanding Notes according to the guaranteed delivery procedures set forth in
the Prospectus under the caption "Exchange Offer -- Guaranteed Delivery
Procedures." Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Exchange Agent.
The term "holder" with respect to the Exchange Offer means any person in
whose name Outstanding Notes are registered on the books of the Issuers or any
other person who has obtained a properly completed bond power from such
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their
Outstanding Notes must complete this Letter of Transmittal in its entirety.
2
SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
1. The undersigned hereby tenders to the Issuers the Outstanding Notes
described in the box entitled "Description of Outstanding Notes Tendered"
pursuant to the Issuers' offer of $1,000 principal amount at maturity of New
Notes in exchange for each $1,000 principal amount at maturity of the
Outstanding Notes, upon the terms and subject to the conditions contained in
the Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal.
2. The undersigned hereby represents and warrants that it has full
authority to tender the Outstanding Notes described above. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Issuers to be necessary or desirable to complete the tender of Outstanding
Notes.
3. The undersigned understands that the tender of the Outstanding Notes
pursuant to all of the procedures set forth in the Prospectus will constitute
an agreement between the undersigned and the Issuers as to the terms and
conditions set forth in the Prospectus.
4. The undersigned acknowledge(s) that the Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corp., SEC No-Action Letter (available April
13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5,
1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993),
that the New Notes issued in exchange for the Outstanding Notes pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
holders thereof (other than a broker-dealer who purchased Outstanding Notes
exchanged for such New Notes directly from the Issuers to resell pursuant to
Rule144A or any other available exemption under the Securities Act of 1933, as
amended (the "Securities Act") and any such holder that is an "affiliate" of
the Issuers 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 New Notes are acquired in the ordinary
course of such holders' business and such holders are not participating in, and
have no arrangement with any person to participate in, the distribution of such
New Notes.
5. Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that:
a. the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned, whether or
not the undersigned is the holder;
b. neither the undersigned nor any such other person is engaging in or
intends to engage in a distribution of such New Notes;
c. neither the undersigned nor any such other person has an arrangement
or understanding with any person to participate in the distribution of such
New Notes; and
d. neither the holder nor any such other person is an "affiliate," as
such term is defined under Rule 405 promulgated under the Securities Act, of
the Issuers.
6. The undersigned may, if unable to make all of the representations and
warranties contained in Item 5 above and as otherwise permitted in the
Registration Rights Agreement (as defined below), elect to have its Outstanding
Notes registered in the shelf registration statement described in the
Registration Rights Agreement, dated as of September 25, 2002 (the
"Registration Rights Agreement"), by and among the Issuers, the Guarantors (as
defined therein) and the Initial Purchaser (as defined therein). Such election
may be made by checking the box below entitled "Special Registration
Instructions." By making such election, the undersigned agrees, as a holder of
Outstanding Notes participating in a shelf registration, to indemnify and hold
harmless the Issuers, each of the directors of the Issuers, each of the
officers of the Issuers who signs such shelf registration statement, each
person who controls the Issuers within the meaning of either the Securities Act
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
each other holder of Outstanding Notes, from and against any and all losses,
claims, damages or liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any shelf registration statement or
prospectus, or in any supplement thereto or amendment thereof, or caused by the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; but only with respect
to information relating to the undersigned furnished in writing by or on behalf
of the undersigned expressly for use in a shelf registration statement, a
prospectus or any amendments or supplements thereto. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses
set forth therein. The above summary of the indemnification provision of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by the Registration Rights Agreement.
7. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Outstanding 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 New
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. If the undersigned is a broker-dealer and
Outstanding Notes held for its own account were not acquired as a result of
market-making or other trading activities, such Outstanding Notes cannot be
exchanged pursuant to the Exchange Offer.
8. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
9. Unless otherwise indicated herein under "Special Delivery Instructions,"
please issue the certificates for the New Notes in the name of the undersigned.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
Name(s) and Address(es) of Registered Holder(s)
Exactly as Name(s) Appear(s) on Outstanding Notes
(Please Fill In, If Blank) Outstanding Note(s) Tendered
- -------------------------------------------------------------------------------------------
Aggregate Principal
Amount Principal
Registered Represented by Amount
Number(s)* Outstanding Note(s) Tendered**
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
* Need not be completed by book-entry holders
** Unless otherwise indicated, any tendering holder of Outstanding Notes will
be deemed to have tendered the entire aggregate principal amount represented
by such Outstanding Notes. All tenders must be in integral multiples of
$1,000.
METHOD OF DELIVERY
[_] Check here if tendered Outstanding Notes are enclosed herewith.
[_] Check here if tendered Outstanding Notes are being delivered by book-entry
transfer made to an account maintained by the Exchange Agent with a
Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
[_] Check here if tendered Outstanding Notes are being delivered pursuant to a
Notice of Guaranteed Delivery and complete the following:
Name(s) of Registered Holder(s): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________________
Window Ticket Number (if available):____________________________________________
Name of Eligible Institution that guaranteed delivery: _________________________
Account Number (If delivered by book-entry transfer): __________________________
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 5 and 6)
To be completed only (i) if Outstanding Notes in a principal amount not
tendered, or New Notes issued in exchange for Outstanding Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned,
or (ii) if Outstanding Notes tendered by book-entry transfer that are not
exchanged are to be returned by credit to an account maintained at the
Book-Entry Transfer Facility. Issue New Notes and/or Outstanding Notes to:
Name: _________________________________________________________________________
(Type or Print)
Address: ______________________________________________________________________
_______________________________________________________________________________
(ZIP Code)
_______________________________________________________________________________
(Tax Identification or Social Security Number)
(Complete Substitute Form W-9)
Credit Unexchanged Outstanding Notes Delivered
by Book-Entry Transfer to the Book-Entry
Transfer Facility Set Forth Below:
_______________________________________________________________________________
Book-entry Transfer Facility
Account Number:
_______________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5 and 6)
To be completed ONLY if the New Notes are to be issued or sent to someone
other than the undersigned or to the undersigned at an address other than as
indicated above.
Mail [_] Issue [_] (check appropriate boxes)
Name:__________________________________________________________________________
(Type or Print)
Address: ______________________________________________________________________
_______________________________________________________________________________
(ZIP Code)
_______________________________________________________________________________
(Tax Identification or Social Security Number)
SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if (i)the undersigned satisfies the conditions set
forth in Item 6 above, (ii)the undersigned elects to register its Outstanding
Notes in the shelf registration statement described in the Registration Rights
Agreement and (iii)the undersigned agrees to indemnify certain entities and
individuals as set forth in Item 6 above. (See Item 6.)
[_] By checking this box, the undersigned hereby (i)represents that it is
unable to make all of the representations and warranties set forth in Item
5 above, (ii)elects to have its Outstanding Notes registered pursuant to
the shelf registration statement described in the Registration Rights
Agreement and (iii)agrees to indemnify certain entities and individuals
identified in, and to the extent provided in, Item 6 above.
SPECIAL BROKER-DEALER INSTRUCTIONS
[_] 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: _________________________________________________________________________
(Please Print)
Address: ______________________________________________________________________
(Including Zip Code)
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9)
Signature(s) of Registered Holders of Outstanding Notes: ____________________
_______________________________________________________________________________
Dated: ________________________________________________________________________
(The above lines must be signed by the registered holder(s) of Outstanding
Notes as name(s) appear(s) on the Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a
properly completed bond power from the registered holder(s), a copy of which
must be transmitted with this Letter of Transmittal. If Outstanding Notes to
which this Letter of Transmittal relate are held of record by two or more
joint holders, then all such holders must sign this Letter of Transmittal. 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, then such person must (i) set forth his
or her full title below and (ii) unless waived by the Issuers, submit evidence
satisfactory to the Issuers of such person's authority so to act. See
Instruction 5 regarding completion of this Letter of Transmittal, printed
below.)
Name: _________________________________________________________________________
(Please Print)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number: _______________________________________________
SIGNATURE GUARANTEE (If Required by Instruction 5)
Certain Signatures Must be Guaranteed by an Eligible Institution
_______________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
_______________________________________________________________________________
(Address (including zip code) and Telephone Number (including area code) of
Firm)
_______________________________________________________________________________
(Authorized Signature)
_______________________________________________________________________________
(Printed Name)
_______________________________________________________________________________
(Title)
Dated: ______________________
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of This Letter of Transmittal and Outstanding Notes or Book-Entry
Confirmations.
All physically delivered Outstanding Notes or any confirmation of a
book-entry transfer to the Exchange Agent's account at the Book-Entry Transfer
Facility of Outstanding Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or Agent's Message or facsimile hereof, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein prior to 5:00 P.M., New York
City time, on the Expiration Date.
The method of delivery of the tendered Outstanding Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent 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 recommended that registered
mail, properly insured, with return receipt requested, be used. Instead of
delivery by mail, it is recommended that the holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Outstanding Notes should be sent to the Issuers.
2. Guaranteed Delivery Procedures.
Holders who wish to tender their Outstanding Notes and whose Outstanding
Notes are not immediately available or who cannot deliver their Outstanding
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis and deliver an Agent's
Message, must tender their Outstanding Notes according to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedures, a
tender may be effected if the Exchange Agent has received at its office, on or
prior to the Expiration Date, a letter, telegram or facsimile transmission from
an Eligible Institution (as defined in the Prospectus) setting forth the name
and address of the tendering holder, the name(s), in which the Outstanding
Notes are registered and the certificate number(s) of the Outstanding Notes to
be tendered, and stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the date of
execution of such letter, telegram or facsimile transmission by the Eligible
Institution, such Outstanding Notes, in proper form for transfer (or a
confirmation of book-entry transfer of such Outstanding Notes into the Exchange
Agent's account at DTC), will be delivered by such Eligible Institution
together with a properly completed and duly executed Letter of Transmittal (and
any other required documents). Unless Outstanding Notes being tendered by the
above-described method 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 Issuers may, at their
option, reject the tender.
Any holder of Outstanding Notes who wishes to tender Outstanding Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
P.M., New York City time, on the Expiration Date. Upon request of the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth above. See "Exchange Offer--Guaranteed Delivery Procedures" section
of the Prospectus.
3. Tender by Holder.
Only a registered holder of Outstanding Notes may tender such Outstanding
Notes in the Exchange Offer. Any beneficial holder of Outstanding Notes who is
not the registered holder and who wishes to tender should arrange with the
registered holder to execute and deliver this Letter of Transmittal on his
behalf or must, prior to
completing and executing this Letter of Transmittal and delivering his
Outstanding Notes, either make appropriate arrangements to register ownership
of the Outstanding Notes in such holder's name or obtain a properly completed
bond power from the registered holder.
4. Partial Tenders.
Tenders of Outstanding Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Outstanding Notes is
tendered, the tendering holder should fill in the principal amount tendered in
the third column of the box entitled "Description of Outstanding Notes
Tendered" above. The entire principal amount of Outstanding Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Outstanding Notes is not
tendered, then Outstanding Notes for the principal amount of Outstanding Notes
not tendered and New Notes issued in exchange for any Outstanding Notes
accepted will be sent to the holder at his or her registered address, unless a
different address is provided in the appropriate box on this Letter of
Transmittal, promptly after the Outstanding Notes are accepted for exchange.
5. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder(s) of the Outstanding Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of the Outstanding
Notes without alteration, enlargement or any change whatsoever. If this Letter
of Transmittal (or facsimile hereof) is signed by a participant in the
Book-Entry Transfer Facility, the signature must correspond with the name as it
appears on the security position listing as the holder of the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Outstanding Notes listed and tendered hereby
and the New Notes issued in exchange therefor are to be issued (or any
untendered principal amount of Outstanding Notes is to be reissued) to the
registered holder, the said holder need not and should not endorse any tendered
Outstanding Notes, nor provide a separate bond power. In any other case, such
holder must either properly endorse the Outstanding Notes tendered or transmit
a properly completed separate bond power with this Letter of Transmittal, with
the signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered holder or holders of any Outstanding Notes listed,
such Outstanding Notes must be endorsed or accompanied by appropriate bond
powers, in each case signed as the name of the registered holder or holders
appears on the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding Notes
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 Issuers, evidence satisfactory to the Issuers of their
authority to act must be submitted with this Letter of Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Outstanding
Notes tendered herein (or by a participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of the tendered
Outstanding Notes) and the New Notes are to be issued directly to such
registered holder(s) (or, if signed by a participant in the Book-Entry Transfer
Facility, deposited to such participant's account at such Book-Entry Transfer
Facility) and neither the box entitled "Special Delivery Instructions" nor the
box entitled "Special Registration Instructions" has been completed, or (ii)
such Outstanding Notes are tendered for the account of an Eligible Institution.
In all other cases, all signatures on this Letter of Transmittal (or facsimile
hereof) must be guaranteed by an Eligible Institution.
6. Special Registration and Delivery Instructions.
Tendering holders should indicate, in the applicable box or boxes, the name
and address (or account at the Book-Entry Transfer Facility) to which New Notes
or substitute Outstanding Notes for principal amounts 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 taxpayer identification or social security
number of the person named must also be indicated.
Tax law requires that a holder of any Outstanding Notes that are accepted
for exchange must provide the Issuers (as payor) with its correct taxpayer
identification number ("TIN"), which, in the case of a holder who is an
individual is his or her social security number. If the Issuers are not
provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by Internal Revenue Service. (If withholding results in an overpayment
of taxes, a refund may be obtained). Certain holders (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of
failure to report all interest or dividends or (ii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding. If the Outstanding Notes are registered in more than one name or
are not in the name of the actual owner, see the enclosed "Guidelines for
Certification of Taxpayer Identification Number of Substitute Form W-9" for
information on which TIN to report.
The Issuers reserve the right in their sole discretion to take whatever
steps necessary to comply with the Issuers' obligations regarding backup
withholding.
7. Validity of Tenders.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Outstanding Notes will be
determined by the Issuers, in their sole discretion, which determination will
be final and binding. The Issuers reserve the absolute right to reject any or
all tenders not in proper form or the acceptance for exchange of which may, in
the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve
the absolute right to waive any of the conditions of the Exchange Offer or any
defect or irregularity in the tender of any Outstanding Notes. The Issuers'
interpretation of the terms and conditions of the Exchange Offer (including the
instructions on the Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with
tenders of Outstanding Notes must be cured within such time as the Issuers
shall determine. Although the Issuers intend to notify holders of defects or
irregularities with respect to tenders of Outstanding Notes, neither the
Issuers, the Exchange Agent, nor any other person shall be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give such notification. Tenders of Outstanding Notes
will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Outstanding Notes received by the Exchange Agent that
are not properly tendered and as to which the defects or irregularities have
not been cured or waived will be returned by the Exchange Agent to the
tendering holders, unless otherwise provided in the Letter of Transmittal, as
soon as practicable following the Expiration Date.
8. Waiver of Conditions.
The Issuers reserve the absolute right to waive, in whole or part, any of
the conditions to the Exchange Offer set forth in the Prospectus or in this
Letter of Transmittal.
9. No Conditional Tender.
No alternative, conditional, irregular or contingent tender of Outstanding
Notes on transmittal of this Letter of Transmittal will be accepted.
10. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
Any holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
11. Request for Assistance or Additional Copies.
Requests for assistance or for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address or
telephone number set forth on the cover page of this Letter of Transmittal.
Holders may also contact their broker, dealer, commercial bank, trust company
or other nominee for assistance concerning the Exchange Offer.
12. Withdrawal.
Tenders may be withdrawn only pursuant to the limited withdrawal rights set
forth in the Prospectus under the caption "Exchange Offer--Withdrawal of
Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE OUTSTANDING NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN
ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE
EXPIRATION DATE.
SUBSTITUTE PLEASE PROVIDE YOUR TIN Part I -- Social Security
IN THE BOX AT RIGHT AND Number OR Employer
Form W-9 CERTIFY BY SIGNING AND Identification Number
DATING BELOW
Department of the
Treasury __________________________ __________________________
Internal Revenue Service Name (If awaiting TIN, Write
"Applied For")
Payer's Request for __________________________ __________________________
Taxpayer Business Name
Identification Number Please check appropriate Part II -- For Payees
(TIN) box exempt from backup
[_] Individual/Sole withholding, see the
Proprietor [_] Corporation enclosed Guidelines for
[_] Partnership [_] Other Certification of Taxpayer
Identification Number on
__________________________ Substitute Form W-9,
Address check the Exempt box
below, and complete the
__________________________ Substitute Form W-9.
City, State, Zip Code
Exempt [_]
__________________________
Part III
Awaiting TIN [_]
Please complete the
Certificate of Awaiting
Taxpayer Number below.
Certification -- Under penalties of perjury, I certify that:
(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), and
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) 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 (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 U.S. resident alien).
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
under reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.)
________________________________________________________________________________
SIGNATURE:_______________________________ DATE:_______________________________
NOTE: IF YOU ARE A UNITED STATES HOLDER, FAILURE TO COMPLETE AND RETURN
THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 30% OF ANY
CASH PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL INSTRUCTIONS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART I OF THE SUBSTITUTE FORM W-9.
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 (1) 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
(2) 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 payment, 31% of all cash payments made to me thereafter will be
withheld until I provide a taxpayer identification number.
SIGNATURE:______________________________ DATE:_______________________________