LETTER OF TRANSMITTAL
TO ACCOMPANY 5 YEAR SIX PERCENT (6%)
SUBORDINATED DEBENTURES
OF
INTELECT, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED SEPTEMBER 6, 1996
THE OFFER EXPIRES AT 5:00 P.M., CENTRAL DAYLIGHT SAVINGS TIME,
ON OCTOBER 7, 1996, UNLESS THE OFFER IS EXTENDED
TO: INTELECT, INC.
C/O RYAN & SUDAN, L.L.P.
TWO HOUSTON CENTER, SUITE 3900
HOUSTON, TEXAS 77010
ATTENTION: ROBERT C. BEASLEY
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
To Intelect, Inc.:
The undersigned hereby tenders to Intelect, Inc., a Nevada corporation
(formerly Intelect, Inc., a Hawaii corporation) ("Intelect"), the 5 Year Six
Percent (6%) Subordinated Debenture of Intelect, dated June 29, 1995, issued in
the name of the undersigned (the "Debenture") and surrenders all of its rights
under that certain Option Agreement (the "Option Agreement") dated March 31,
1995, by and among those Sellers whose names appear on the signature page
thereof, Intelect, and Intelect Communications Systems Limited, a Bermuda
corporation (formerly known as Challenger International, Ltd.) ("ICSL"), in
exchange for that amount of Common Shares (the "Shares"), $.01 par value, of
Intelect Communications Systems Limited ("ICSL") registered with the Securities
and Exchange Commission (the "SEC"), and the payment of that certain amount of
cash in lieu of fractional shares, as is set forth in the Release in
Consideration of Exchange of Property accompanying this Letter of Transmittal
(the "Release"), subject to the terms and conditions set forth in the Release,
in the Offer to Purchase of Intelect and ICSL dated September 6, 1996, receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which
together constitute the "Offer").
Subject to and effective on acceptance for payment of the Debenture
tendered
hereby in accordance with the terms of the Offer (including, if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby surrenders, assigns, and transfers to or upon
the order of Intelect all right, title and interest in and to the Debenture
tendered hereby, and surrenders all of its rights under the Option Agreement.
The undersigned hereby represents and warrants to Intelect and ICSL
that:
(a) the undersigned understands that tender of the Debenture
will constitute the undersigned's acceptance of the terms and
conditions of the Offer;
(b) when and to the extent Intelect accepts the Debenture,
Intelect will acquire good, marketable and unencumbered title to it,
free and clear of all security interests, liens, charges, encumbrances,
conditional sales agreements or other obligations relating to their
sale or transfer, and not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any
additional documents Intelect or ICSL deems necessary or desirable to
complete the surrender, transfer and conveyance of the Debenture
tendered hereby;
(d) on request, the undersigned will execute and deliver any
additional documents (including any information questionnaire)
necessary for ICSL to register the Shares with the SEC; and
(e) the undersigned has read and agrees to all of the terms of
the Offer.
In the event you have lost or misplaced your Debenture, you will need
to present to Intelect, along with the Release and this Letter of Transmittal,
an affidavit stating: the full name and address of the registered owner; that
the registered owner is the legal and beneficial owner of the Debenture; that
the Debenture has been lost or misplaced; that a diligent search has been made
to find such Debenture but it has not been found; that neither the Debenture,
nor any interest therein, has been sold, assigned, endorsed, transferred,
deposited under any agreement, hypothecated, pawned, pledged for any loan, or
disposed of in any manner; that no other person other than the registered owner
thereof has any right, title, claim, equity or interest in such Debenture; an
agreement to indemnify Intelect and ICSL against any claim that may be made
against Intelect and ICSL with respect to lost or misplaced Debenture; and that
if said Debenture comes into the hands, custody, or control of such registered
owner, such person will deliver such Debenture to Intelect in order that it may
be cancelled. Such affidavit must be signed by the registered owner and
acknowledged before a notary public.
The undersigned recognizes that under certain circumstances set forth
in the Offer, Intelect and ICSL may terminate or amend the Offer or may not be
required to purchase any of the Debentures tendered hereby. The undersigned
understands that if the Debenture is not purchased, the Debenture (together with
the Release and this Letter of Transmittal) will be returned to the undersigned.
The undersigned understands that acceptance of the Debenture by
Intelect and ICSL for payment will constitute a binding agreement between the
undersigned and Intelect and ICSL upon the terms and subject to the conditions
of the Offer.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligations of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer, this tender is irrevocable.
THE UNDERSIGNED HEREBY CERTIFIES THAT ALL OF THE INFORMATION I HAVE
PROVIDED IN THIS LETTER OF TRANSMITTAL IS TRUE AND CORRECT, AND I AGREE TO THE
TERMS OF THE OFFER AND THIS LETTER OF TRANSMITTAL.
* SIGN HERE:________________________________________________
DATE:_____________________________________________________
TELEPHONE NUMBER (INCLUDING AREA CODE):___________________
* MUST BE SIGNED BY REGISTERED OWNER(S) EXACTLY AS NAME(S) APPEAR(S) ON
DEBENTURE. IF SIGNATURE IS BY ATTORNEY-IN-FACT, EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN, OFFICER OF A CORPORATION OR ANOTHER ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, PLEASE SET FORTH THE FULL TITLE.