EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR TENDERS OF
$9,900,000 Aggregate Principal Amount of
9 5/8% Series A Senior Subordinated Notes Due 2007
GFSI, INC.
Pursuant to the Prospectus
dated _______ ___, 2003 of GFSI, Inc.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________
___, 2003 (UNLESS EXTENDED) (THE "EXPIRATION DATE"). TENDERED OLD NOTES MAY BE
WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE
OFFER.
- -------------------------------------------------------------------------------
Deliver to: U.S. Bank National Association, Exchange Agent:
By registered or certified mail,
overnight courier or hand delivery:
U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Specialized Finance 4th Floor
By Facsimile for Eligible Institutions:
(651) 244-1537
Attn: Specialized Finance
Fax cover sheets should include a call back telephone
number and request a call back, upon receipt.
DELIVERY OF THIS INSTRUMENT 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.
The undersigned acknowledges that he or she has received the
Prospectus, dated _________ ___, 2003 (the "Prospectus"), of GFSI, Inc., a
Delaware corporation (the "Company"), and this Letter of Transmittal, which
may be amended from time to time, which together constitute the Company's
offer (the "Exchange Offer") to exchange up to $9.9 million aggregate
principal amount of 9 5/8% Series B Senior Subordinated Notes due 2007 (the
"New Notes") of the Company for $9.9 million aggregate principal amount of the
Company's issued and outstanding 9 5/8% Series A Senior Subordinated Notes due
2007 (the "Old Notes" and together with the New Notes, sometimes referred to
as the "Notes"), with the holders (each holder of Old Notes, a "Holder")
thereof.
For each Old Note accepted for exchange, the Holder of such Old Note
will receive a New Note having an aggregate principal amount equal to that of
the surrendered Old Note. The New Notes will accrue interest from the most
recent date to which interest has been paid on the Old Notes or, if no
interest has been paid on the Old Notes, from December 31, 2002. Old Notes
accepted for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Holders of Old Notes whose Old Notes are
accepted for exchange will not receive any payment in respect of interest on
such Old Notes otherwise payable on any interest payment date the record date
for which occurs on or after consummation of the Exchange Offer.
This Letter of Transmittal is to be used: (i) by all Holders who are
not members of the Automated Tender Offering Program ("ATOP") at the
Depository Trust Company ("DTC") or (ii) by Holders who are ATOP members but
choose not to use ATOP. See Instruction 2. Delivery of this Letter of
Transmittal to DTC does not constitute delivery to the Exchange Agent.
Notwithstanding anything to the contrary in the exchange agreement
dated December 31, 2002 among the Company and the original purchasers of Old
Notes (the "Exchange Agreement"), the Company will accept for exchange any and
all Old Notes validly tendered on or prior to 5:00 p.m., New York City time,
on _______ ___, 2003 (unless the Exchange Offer is extended by the Company)
(the "Expiration Date"). Tenders of Old Notes may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the Expiration Date.
IMPORTANT: HOLDERS WHO WISH TO TENDER OLD NOTES IN THE EXCHANGE OFFER MUST
COMPLETE THIS LETTER OF TRANSMITTAL AND TENDER THE OLD NOTES TO THE EXCHANGE
AGENT AND NOT TO THE COMPANY.
The Exchange Offer is not conditioned upon any minimum principal
amount of Old Notes being tendered for exchange. However, the Exchange Offer
is subject to certain conditions. Please see the Prospectus under the section
titled "The Exchange Offer--Conditions to the Exchange Offer."
The Exchange Offer is not being made to, nor will tenders be accepted
from or on behalf of, Holders of Old Notes in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
The instructions included with this Letter of Transmittal must be
followed in their entirety. Questions and 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 listed above.
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APPROPRIATE SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Company the aggregate principal
amount of Old Notes indicated below under "Description of Old Notes," in
accordance with and upon the terms and subject to the conditions set forth in
the Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal, for the purpose of exchanging each $1,000 principal amount of Old
Notes designated herein held by the undersigned and tendered hereby for $1,000
principal amount of the New Notes. New Notes will be issued only in integral
multiples of $1,000 to each tendering Holder of Old Notes whose Old Notes are
accepted in the Exchange Offer. Holders may tender all or a portion of their
Old Notes pursuant to the Exchange Offer.
Subject to, and effective upon, the acceptance for exchange of the
Old Notes tendered herewith in accordance with the terms of the Exchange
Offer, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to all such Old
Notes that are being tendered hereby and that are being accepted for exchange
pursuant to the Exchange Offer. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent as the 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 Company), with respect to the Old Notes
tendered hereby and accepted for exchange pursuant to the Exchange Offer with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to deliver the Old Notes tendered
hereby to the Company (together with all accompanying evidences of transfer
and authenticity) for transfer or cancellation by the Company.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding upon the heirs, executors, administrators, legal
representatives, successors and assigns of the undersigned. Any tender of Old
Notes hereunder may be withdrawn only in accordance with the procedures set
forth in the instructions contained in this Letter of Transmittal. See
Instruction 4 hereto.
The undersigned hereby represents and warrants that he or she has
full power and authority to tender, exchange, assign and transfer the Old
Notes tendered hereby and that the 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. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the assignment and transfer of the Old
Notes tendered. The undersigned agrees to all of the terms of the Exchange
Offer.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Old Notes tendered hereby.
All authority conferred or agreed to be conferred in this Letter of
Transmittal 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" section of the Prospectus.
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The name(s) and address(es) of the registered Holder(s) should be
printed herein under "Description of Old Notes" (unless a label setting forth
such information appears thereunder), exactly as they appear on the Old Notes
tendered hereby. The certificate number(s) and the principal amount of Old
Notes to which this Letter of Transmittal relates, together with the principal
amount of such Old Notes that the undersigned wishes to tender, should be
indicated in the appropriate boxes herein under "Description of Old Notes."
The undersigned agrees that acceptance of any tendered Old Notes by
the Company and the issuance of New Notes in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Exchange Agreement and that, upon the issuance of the New Notes, the Company
will have no further obligations or liabilities thereunder.
The undersigned understands that the tender of Old Notes pursuant to
one of the procedures described in the Prospectus under "The Exchange
Offer--Procedures for Tendering Old Notes" and the Instructions hereto will
constitute the tendering Holder's acceptance of the terms and the conditions
of the Exchange Offer. The undersigned hereby represents and warrants to the
Company that the New Notes to be acquired by such Holder pursuant to the
Exchange Offer are being acquired in the ordinary course of such Holder's
business, that such Holder has no arrangement or understanding with any person
to participate in the distribution of the New Notes. The Company's acceptance
for exchange of Old Notes tendered pursuant to the Exchange Offer will
constitute a binding agreement between the tendering Holder and the Company
upon the terms and subject to the conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT IT IS NOT ENGAGED
IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION OF THE NEW NOTES.
The undersigned also acknowledges that this Exchange Offer is being
made based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") set forth in no-action letters issued to third
parties in other transactions substantially similar to the Exchange Offer,
which lead the Company to believe that the New Notes issued in exchange for
the Old Notes pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by holders thereof (other than (i) any such holder
that is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act, (ii) an Initial Purchaser who acquired the Old Notes directly
from the Company solely in order to resell pursuant to Rule 144A of the
Securities Act or any other available exemption under the Securities Act, or
(iii) a broker-dealer who acquired the Old Notes as a result of market making
or other trading activities), without further 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 and have no arrangement or understanding
with any person to participate in the distribution (within the meaning of the
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Securities Act) of such New Notes. 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 New Notes and has no arrangement or understanding
to participate in a distribution of New Notes. If any holder is an affiliate
of the Company or is engaged in or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired pursuant to the
Exchange Offer, such holder (i) could not rely on the applicable
interpretations of the staff of the Commission and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act. If
the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange of Old Notes, it represents that the Old Notes to be
exchanged for the New Notes were acquired by it as a result of market-making
activities or other trading activities and 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 Section
2(11) of the Securities Act.
The undersigned understands that the New Notes issued in
consideration of Old Notes accepted for exchange, and/or any principal amount
of Old Notes not tendered or not accepted for exchange, will only be issued in
the name of the Holder(s) appearing herein under "Description of Old Notes."
Unless otherwise indicated under "Special Delivery Instructions," please mail
the New Notes issued in consideration of Old Notes accepted for exchange,
and/or any principal amount of Old Notes not tendered or not accepted for
exchange (and accompanying documents, as appropriate), to the Holder(s) at the
address(es) appearing herein under "Description of Old Notes." In the event
that the Special Delivery Instructions are completed, please mail the New
Notes issued in consideration of Old Notes accepted for exchange, and/or any
Old Notes for any principal amount not tendered or not accepted for exchange,
in the name of the Holder(s) appearing herein under "Description of Old
Notes," and send such New Notes and/or Old Notes to the address(es) so
indicated. Any transfer of Old Notes to a different holder must be completed,
according to the provisions on transfer of Old Notes contained in the
Indenture.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" BELOW AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX BELOW.
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INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Exchange Offer
|_| Guarantee of Signatures. Signatures on this Letter of Transmittal or
notice of withdrawal, as the case may be, must be guaranteed by an
institution which falls within the definition of "eligible guarantor
institution" contained in Rule 17Ad-15 as promulgated by the
Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended hereinafter, an "Eligible Institution") unless
the Old Notes tendered hereby are tendered by the Holder(s) of the
Old Notes who has (have) not completed the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (ii) the Old
Notes are tendered for the account of an Eligible Institution.
|_| Delivery of this Letter of Transmittal and Old Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used: (i) by
all Holders who are not ATOP members, or (ii) by Holders who are ATOP
members but choose not to use ATOP. To validly tender Old Notes, a
Holder must physically deliver a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required
signature guarantees and all other required documents to the Exchange
Agent at its address set forth on the cover of this Letter of
Transmittal prior to the Expiration Date (as defined below) or the
Holder must properly complete and duly execute an ATOP ticket in
accordance with DTC procedures. Otherwise, the Holder must comply
with the guaranteed delivery procedures set forth in the next
paragraph. Notwithstanding anything to the contrary in the Exchange
Agreement, the term "Expiration Date" means 5:00 p.m., New York City
time, on _______ ___, 2003 (or such later date to which the Company
may, in its sole discretion, extend the Exchange Offer). If this
Exchange Offer is extended, the term "Expiration Date" shall mean the
latest time and date to which the Exchange Offer is extended. The
Company expressly reserves the right, at any time or from time to
time, to extend the period of time during which the Exchange Offer is
open by giving oral (confirmed in writing) or written notice of such
extension to the Exchange Agent and by making a public announcement
of such extension prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.
LETTERS OF TRANSMITTAL SHOULD NOT BE SENT TO THE COMPANY OR TO DTC.
If a Holder of the Old Notes desires to tender such Old Notes and
time will not permit such Holder's required documents to reach the Exchange
Agent before the Expiration Date, a tender may be effected if (a) the tender
is made through an Eligible Institution; (b) on or prior to the Expiration
Date, the Exchange Agent receives from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof) and
Notice of Guaranteed Delivery (by telegram, facsimile transmission, mail or
hand delivery) setting forth the name and address of the Holder of the Old
Notes and the principal amount Old Notes tendered, stating that the tender is
being made thereby and guaranteeing that within three New York Stock Exchange
trading days after the Expiration Date, any documents required by the Letter
of Transmittal will be deposited by the Eligible Institution with the Exchange
Agent; and (c) all other documents required by the Letter of Transmittal are
received by the Exchange Agent within three New York Stock Exchange trading
days after the Expiration Date.
Only a Holder of Old Notes may tender Old Notes in the Exchange
Offer. The term "Holder" as used herein with respect to the Old Notes means
any person in whose name Old Notes are registered on the books of the Trustee.
If the Letter of Transmittal or any Old Notes 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,
proper evidence satisfactory to the Company of their authority to so act must
be so submitted.
6
Any beneficial holder whose Old Notes are registered in the name of
his broker, dealer, commercial bank, trust company or other nominee and who
wishes to validly surrender those Old Notes in the Exchange Offer should
contact such registered Holder promptly and instruct such registered Holder to
tender on his behalf. If such beneficial holder wishes to tender on his own
behalf, such beneficial holder must, prior to completing and executing the
Letter of Transmittal, make appropriate arrangements to register ownership of
the Old Notes in such beneficial holder's name. It is the responsibility of
the beneficial holder to register ownership in his own name if he chooses to
do so. The transfer of record ownership may take considerable time.
The method of delivery of this Letter of Transmittal (or facsimile
hereof) and all other required documents is at the election and risk of the
exchanging Holder, but, except as otherwise provided below, the delivery will
be deemed made only when actually received or confirmed by the Exchange Agent.
If sent by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
assure timely delivery to the Exchange Agent before the Expiration Date. No
Letters of Transmittal or Old Notes should be sent to the Company.
No alternative, conditional or contingent tenders will be accepted.
All tendering Holders, by execution of this Letter of Transmittal (or
facsimile hereof), waive any right to receive notice of acceptance of their
Old Notes for exchange.
|_| Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and principal amount of the Old Notes to which
this Letter of Transmittal relates should be listed on a separate
signed schedule attached hereto.
|_| Withdrawal of Tender. Tenders of Old Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date.
To be effective, a written or facsimile transmission notice of
withdrawal must (i) be received by the Exchange Agent at the address set forth
herein prior to 5:00 p.m., New York City time, on the Expiration Date; (ii)
specify the name of the person having tendered the Old Notes to be withdrawn;
(iii) identify the Old Notes to be withdrawn; and (iv) be (a) signed by the
Holder in the same manner as the original signature on the Letter of
Transmittal by which such Old Notes were tendered (including any required
signature guarantees) or (b) accompanied by evidence satisfactory to the
Company that the Holder withdrawing such tender has succeeded to beneficial
ownership of such Old Notes. If Old Notes have been tendered pursuant to the
ATOP procedure with DTC, any notice of withdrawal must otherwise comply with
the procedures of DTC. Old Notes properly withdrawn will thereafter be deemed
not validly tendered for purposes of the Exchange Offer; provided, however,
that withdrawn Old Notes may be retendered by again following one of the
procedures described herein at any time prior to 5:00 p.m., New York City
time, on the Expiration Date. All questions as to the validity, form and
eligibility (including time of receipt) of notice of withdrawal will be
determined by the Company, whose determinations will be final and binding on
all parties. Neither the Company, the Exchange Agent, nor any other person
will be under any duty to give notification of any defects or irregularities
in any notice of withdrawal or incur any liability for failure to give any
such notification. The Exchange Agent intends to use reasonable efforts to
give notification of such defects and irregularities.
7
|_| Partial Tenders; Pro Rata Effect. Tenders of the Old Notes will be
accepted only in integral multiples of $1,000. If less than the
entire principal amount evidenced by any Old Notes is to be tendered,
fill in the principal amount that is to be tendered in the box
entitled "Principal Amount Tendered" below. The entire principal
amount of all Old Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
|_| Signatures on this Letter of Transmittal; Bond Powers and
Endorsements. 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 as written on the face of the
certificate representing such Old Notes 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 any of the Old Notes tendered hereby are registered in different
names, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal and any necessary accompanying documents
as there are different registrations.
When this Letter of Transmittal is signed by the Holder(s) of Old
Notes listed and tendered hereby, no endorsements or separate bond powers are
required.
If this Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority to so act must be submitted.
|_| Special Delivery Instructions. Tendering Holders should indicate in
the applicable box the name and address to which New Notes issued in
consideration of Old Notes accepted for exchange, or Old Notes for
principal amounts not exchanged or not tendered, are to be sent, if
different from the name and address of the person signing this Letter
of Transmittal.
|_| Waiver of Conditions. The Company reserves the absolute right to
waive any of the specified conditions in the Exchange Offer, in whole
at any time or in part from time to time, in the case of any Old
Notes tendered hereby. See "The Exchange Offer--Conditions to the
Exchange Offer" in the Prospectus.
|_| Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange
Offer. If, however, New Notes and/or substitute Old Notes for
principal amounts not exchanged are to be delivered to any person
other than the Holder of the Old Notes or if a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered Holder or any other persons) will be
payable by the tendering Holder. If satisfactory evidence of payment
of such taxes or exemption therefrom is not submitted, the amount of
such transfer taxes will be billed directly to such tendering Holder.
|_| Irregularities. All questions as to validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered
Old Notes will be resolved by the Company, in its sole discretion,
whose determination shall be final and binding. The Company reserves
the absolute right to reject any or all tenders of any particular Old
Notes that are not in proper form, or the acceptance of which would,
in the opinion of the Company or its counsel, be unlawful. The
Company also reserves the absolute right to waive any defect,
irregularity or condition of tender with regard to any particular Old
Notes. The Company's interpretation of the terms of, and conditions
to, the Exchange Offer (including the instructions herein) will be
final and binding. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the Company
8
shall determine. Neither the Company nor the Exchange Agent shall be
under any duty to give notification of defects in such tenders or
shall incur any liability for failure to give such notification. The
Exchange Agent intends to use reasonable efforts to give notification
of such defects and irregularities. Tenders of Old Notes will not be
deemed to have been made until all defects and irregularities have
been cured or waived. Any Old Notes received by the Exchange Agent
that are not properly tendered and as to which the irregularities
have not been cured or waived will be returned by the Exchange Agent
to the tendering Holder, unless otherwise provided by this Letter of
Transmittal, as soon as practicable following the Expiration Date.
|_| Interest on Exchanged Old Notes. Holders whose Old Notes are accepted
for exchange will not receive accrued interest thereon on the date of
exchange. Instead, interest accruing from December 31, 2002 through
the Expiration Date will be recognized on the New Notes on _____ ___,
2003, in accordance with the terms of the New Notes.
|_| Mutilated, Lost, Stolen or Destroyed Certificates. Holders whose
certificates for Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated
above for further instructions.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF), TOGETHER
WITH ALL REQUIRED DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY, MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
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PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
======================================================
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1 and 7)
To be completed ONLY if the New Notes issued in
consideration of Old Notes exchanged, or certificates
for Old Notes in a principal amount not surrendered
for exchange are to be mailed to someone other than
the undersigned or to the undersigned at an address
other than that below.
Mail to:
Name:_______________________________________________
(Please Print)
Address:____________________________________________
(Zip Code)
======================================================
DESCRIPTION OF OLD NOTES
(See Instructions 2 and 7)
================================================================================================================
Name(s) and
Address(es) of
Registered Holder(s) Certificate(s)
(Please fill in, in blank) (Attach additional signed list, if necessary)
- ----------------------------------------------------------------------------------------------------------------
Aggregate Principal Principal Amount of
Amount of Old Notes Old Notes Tendered
Evidenced by (must be integral
Certificate Number(s) Certificate(s) multiples of $1,000)
---------------------------- --------------------------- ------------------------
---------------------------- --------------------------- ------------------------
---------------------------- --------------------------- ------------------------
---------------------------- --------------------------- ------------------------
---------------------------- --------------------------- ------------------------
Total
================================================================================================================
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(Boxes below to be checked by Eligible Institutions only)
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_________________________________________
DTC Account Number____________________________________________________
Transaction Code Number_______________________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)_______________________________________
Window Ticket Number (if any)_________________________________________
Date of Execution of Notice of Guaranteed Delivery____________________
Name of Institution which Guaranteed Delivery_________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution_________________________________________
DTC Account Number____________________________________________________
Transaction Code Number_______________________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET
FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING 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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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
PLEASE SIGN HERE
WHETHER OR NOT OLD NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
_______________________________________________________________________________
_______________________________________________________________________________
Signature(s) of Owner(s) of Authorized Signatory
Date _______________ Area Code and Telephone Number:_____________________
This box must be signed by registered holder(s) of Old Notes as their name(s)
appear(s) on certificate(s) for Old Notes hereby tendered or on a security
position listing, or by any person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this Letter of
Transmittal (including such opinions of counsel, certifications and other
information as may be required by the Company or the Trustee for the Old Notes
to comply with the restrictions on transfer applicable to the Old Notes). If
signature is by an attorney-in-fact, trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.
Name(s)________________________________________________________________________
(Please Print)
Capacity (full title)__________________________________________________________
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Tax Identification or Social Security Number(s)________________________________
Guarantee of Signature(s)
(See Instructions 1 and 6 to determine if required)
Authorized Signature___________________________________________________________
Name___________________________________________________________________________
Name of Firm___________________________________________________________________
Title__________________________________________________________________________
Address________________________________________________________________________
Area Code and Telephone Number_________________________________________________
Dated__________________________________________________________________________
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