LETTER OF TRANSMITTAL
ICON HEALTH & FITNESS, INC.
Offer to Exchange all Outstanding 11.25% Notes Due 2012
That Were Sold in a Transaction Exempt From Registration
Under the Securities Act of 1933, As Amended, Pursuant to the
Prospectus Dated March 28, 2002
for
11.25% Notes Due 2012 Which Have Been
Registered Under the Securities Act of 1933, As Amended
THE EXCHANGE OFFER AND ANY WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 2002, UNLESS THE OFFER IS EXTENDED OR
TERMINATED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
Facsimile Transmissions
By Overnight Delivery or (eligible institutions
By Hand: Registered/Certified Mail: only)
The Bank of New York The Bank of New York (212) 815-6339
101 Barclay Street 101 Barclay Street To confirm by telephone
Ground Level Corporate New York, New York 10286 or for
Trust Services Window Attention: Reorganization information call: (212)
New York, New York 10286 Unit-7E 815-3687
Attention: Reorganization
Unit 7-E
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID TENDER OF 11.25% NOTES DUE 2012 (THE "OLD
NOTES").
The Instructions contained herein should be read carefully before this Letter
of Transmittal is completed and signed.
This Letter of Transmittal is to be completed by registered holders of Old
Notes ("Holders") if: (i) certificates representing Old Notes are to be
physically delivered to the Exchange Agent by such Holders; (ii) tender of Old
Notes is to be made by book-entry transfer to the Exchange Agent's account at
The Depositary Trust Company ("DTC" or the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in the Prospectus, dated , 2002
(as the same may be amended from time to time, the "Prospectus") under the
caption "Book-Entry, Delivery and Form" by any financial institution that is a
participant in DTC and whose name appears on a security position listing as the
owner of Old Notes or (iii) delivery of Old Notes is to be made according to
the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures," and, in each
case, instructions are not being transmitted through the DTC Automated Tender
Program ("ATOP").
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE EXCHANGE AGENT.
In order to properly complete this Letter of Transmittal, a Holder must (i)
complete the box entitled "Method of Delivery" by checking one of the three
boxes therein and supplying the appropriate information, (ii) complete the box
entitled "Description of Old Notes," (iii) if such Holder is a Participating
Broker Dealer (as defined below) and wishes to receive additional copies of the
Prospectus for delivery in connection with resales of Exchange Notes, check the
applicable box, (iv) sign this Letter of Transmittal by completing the box
entitled "Please Sign Here", (v) if appropriate, check and complete the boxes
relating to the "Special Issuance Instructions" and "Special Delivery
Instructions," and (vi) complete the Substitute Form W-9. Each Holder should
carefully read the detailed Instructions below prior to completing this Letter
of Transmittal. See "The Exchange Offer--Procedures For Tendering" in the
Prospectus.
Holders of Old Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through ATOP for which
the transaction will be eligible. 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 an agent's message forming part of a
book-entry transfer in which the participant agrees to be bound by the terms of
the Letter of Transmittal (an "Agent's Message") to the Exchange Agent for its
acceptance. Transmission 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.
If Holders desire to tender Old Notes pursuant to the Exchange Offer and (i)
certificates representing such Old Notes are not lost but are not immediately
available, (ii) time will not permit this Letter of Transmittal, certificates
representing such Holder's Old Notes and all other required documents to reach
the Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
Holders must tender the Old Notes pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 2 below.
Any Beneficial Owner (as defined below) whose Old Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and who wishes to tender must contact such Holder promptly and instruct such
Holder to tender on behalf of the Beneficial Owner. If the Beneficial Owner
wishes to tender on its own behalf, such Beneficial Owner must, prior to
completing and executing this Letter of Transmittal and delivering its Old
Notes, either make appropriate arrangements to register ownership of the Old
Notes in such Beneficial Owner's name or obtain a properly completed bond power
from the Holder. The transfer of record ownership may take considerable time.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OLD NOTES BE
ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING
OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus.
The instructions included with this Letter of Transmittal must be followed.
Your bank or broker can assist you in completing this form. Questions and
requests for assistance or for additional copies of the Prospectus, this Letter
of Transmittal and the Notice of Guaranteed Delivery may be directed to the
Exchange Agent, whose address and telephone number appear on the front cover of
this Letter of Transmittal. See Instruction 11 below.
METHOD OF DELIVERY
[_] CHECK HERE IF CERTIFICATES FOR TENDERED OLD NOTES ARE BEING DELIVERED
HEREWITH.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
DTC Account Number: Transaction Code Number:
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT PURSUANT
TO INSTRUCTION 2 BELOW AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s): ______________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution that Guaranteed Delivery: _____________________
Guaranteed Delivery is to be made by Book-Entry Transfer (yes or no): ______
Name of Tendering Institution: _____________________________________________
DTC Account Number: Transaction Code Number:
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, list the certificate numbers and principal
amounts on a separately signed schedule and affix the schedule to this Letter
of Transmittal.
DESCRIPTION OF OLD NOTES
- -------------------------------------------------------------------------------------------------------------
1 2 3
- -------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Aggregate Principal Principal Amount
(Please fill in, if blank) Certificate Number(s)* Amount of Old Note(s) Tendered**
- -------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
-------------------------------------------------------------
Total Principal Amount
of Old Notes
- -------------------------------------------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Unless otherwise indicated in this column, a Holder will be deemed to have tendered ALL of the Old
Notes represented by the Old Notes indicated in column 2. See Instruction 3.
FOR PARTICIPATING BROKER-DEALERS ONLY:
[_] CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF YOU ARE A
PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND, DURING THE 30-DAY PERIOD FOLLOWING
THE CONSUMMATION OF THE EXCHANGE OFFER, 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE COMPANY TO SUSPEND AND
RESUME USE OF THE PROSPECTUS. BY TENDERING ITS OLD NOTES AND EXECUTING THIS
LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER AGREES TO USE ITS
REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE AGENT WHEN IT
HAS SOLD ALL OF ITS EXCHANGE NOTES. (IF NO PARTICIPATING BROKER-DEALERS
CHECK THIS BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED
THIS BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL
THEIR EXCHANGE NOTES HAVE BEEN SOLD, THE COMPANY WILL NOT BE REQUIRED TO
MAINTAIN THE EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION STATEMENT OR
TO UPDATE THE PROSPECTUS AND WILL NOT PROVIDE ANY NOTICES TO ANY HOLDERS TO
SUSPEND OR RESUME USE OF THE PROSPECTUS.)
Provide the name of the individual who should receive, on behalf of the
Holder, additional copies of the Prospectus, and amendments and supplements
thereto, and any notices to suspend and resume use of the Prospectus:
Name: __________________________
Address: _____________________
____________________________
____________________________
Telephone No.: _________________
Facsimile No.: __________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Prospectus,
dated , 2002 (as the same may be amended from time to time, the
"Prospectus" and, together with the Letter of Transmittal, the "Exchange
Offer"), of ICON Health & Fitness, Inc., a Delaware corporation (the
"Company"), and this Letter of Transmittal and instructions hereto, which
together constitute the Company's offer to exchange $1,000 principal amount of
11.25% Notes due 2012 (the "Exchange Notes") of the Company, upon the terms and
subject to the conditions set forth in the Exchange Offer, for each $1,000
principal amount of outstanding 11.25% Notes due 2012 (the "Old Notes") of the
Company.
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Old Notes
indicated above. Subject to, and effective upon, the acceptance for exchange 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 such extension or amendment), the undersigned
hereby exchanges, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to such Old Notes. 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 in connection with the
Exchange Offer) with respect to such tendered Old Notes, with full power of
substitution (such power-of-attorney being deemed to be an irrevocable power
coupled with an interest), to (i) present such Old Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Old Notes on the
account books maintained by the Book-Entry Transfer Facility to, or upon the
order of, the Company, (ii) present such Old Notes for transfer of ownership on
the books of the Company or the trustee under the Indenture (the "Trustee"),
and (iii) receive all benefits and otherwise exercise all rights and incidents
of beneficial ownership with respect to such Old Notes, all in accordance with
the terms of and conditions of the Exchange Offer as described in the
Prospectus.
The undersigned hereby represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Old Notes tendered
hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Old Notes, and that, when such Old Notes are accepted for exchange by
the Company, the Company will acquire good, unencumbered and marketable title
to the tendered Old Notes, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims or rights. The
undersigned further warrants that it will, upon request, execute and deliver
any additional documents deemed by the Exchange Agent or the Company to be
necessary or desirable to complete the exchange, assignment and transfer of the
Old Notes tendered for exchange hereby or transfer ownership of such Old Notes
on the account books maintained by the Book-Entry Transfer Facility. The
undersigned further agrees that acceptance of any and all validly tendered Old
Notes by the Company and the issuance of Exchange Notes in exchange therefor,
shall constitute performance in full by the Company of its obligations under
the Registration Rights Agreement.
THE EXCHANGE OFFER IS NOT BEING MADE TO ANY BROKER-DEALER WHO PURCHASED OLD
NOTES DIRECTLY FROM THE COMPANY FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT OR TO ANY PERSON THAT IS AN "AFFILIATE" OF THE COMPANY WITHIN
THE MEANING OF RULE 405 UNDER THE SECURITIES ACT. THE UNDERSIGNED UNDERSTANDS
AND AGREES THAT THE COMPANY RESERVES THE RIGHT NOT TO ACCEPT TENDERED OLD NOTES
FROM ANY TENDERING HOLDER IF THE COMPANY DETERMINES, IN ITS REASONABLE
DISCRETION, THAT SUCH ACCEPTANCE COULD RESULT IN A VIOLATION OF APPLICABLE
SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial holder or, if the
undersigned is a broker, dealer, commercial bank, trust company or other
nominee, represents that it has received representations from the beneficial
owners of the Old Notes (the "Beneficial Owner") stating that (i) the Exchange
Notes to be acquired in connection with the Exchange Offer by the Holder and
each Beneficial Owner of the Old Notes are being acquired by the Holder and
each such Beneficial Owner in the ordinary course of business of the Holder and
each such Beneficial Owner, (ii) the Holder and each such Beneficial Owner are
not engaged in, do not intend to engage in, and have no arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes, (iii) the Holder and each
Beneficial Owner acknowledge and agree that any person who is a broker-dealer
registered under the Exchange Act or is participating in the Exchange Offer for
the purpose of distributing the Exchange Notes must comply with the
registration and prospectus delivery requirements Section 10 of the Securities
Act in connection with a secondary resale transaction of the Exchange Notes
acquired by such person and cannot rely on the position of the staff of the
Commission set forth in the no-action letters that are discussed in the
Prospectus under the caption "The Exchange Offer--Resale of the Exchange Notes"
and may only sell the Exchange Notes acquired by such person pursuant to a
registration statement containing the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K under the
Securities Act, and (iv) neither the Holder nor any such Beneficial Owner is an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company or
is a broker-dealer who purchased Old Notes directly from the Company for resale
pursuant to Rule 144A under the Securities Act. In addition, 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 meeting the requirements of Section 10 of the
Securities Act 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 the Old Notes acquired other than as a result of marker-making
activities or other trading activities.
EACH BROKER-DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A "PARTICIPATING
BROKER-DEALER"), BY TENDERING SUCH OLD NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE
OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT
CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL
RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO A STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY
REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE
REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND
THE SALE OF EXCHANGE NOTES PURSUANT OT THE PROSPECTUS UNTIL THE COMPANY HAS
AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION
AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE
PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF
THE EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.
EACH PARTICIPATING BROKER-DEALER SHOULD CHECK THE BOX HEREIN UNDER THE CAPTION
"FOR PARTICIPATING BROKER-DEALERS ONLY" IN ORDER TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS, AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, FOR USE IN
CONNECTION WITH RESALES OF THE EXCHANGE NOTES, AS WELL AS ANY NOTICES FROM THE
COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS OLD NOTES
AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER
AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE
AGENT WHEN IT HAS SOLD ALL OF ITS EXCHANGE NOTES. IF NO PARTICIPATING
BROKER-DEALERS CHECK SUCH BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE
CHECKED SUCH BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL
THEIR EXCHANGE NOTES HAVE BEEN SOLD, THE COMPANY WILL NOT BE REQUIRED TO
MAINTAIN THE EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION STATEMENT OR TO
UPDATE THE PROSPECTUS AND WILL NOT PROVIDE ANY HOLDERS WITH ANY NOTICES TO
SUSPEND OR RESUME USE OF THE PROSPECTUS.
The undersigned understands that tenders of the Old Notes pursuant to any
one of the procedures described under "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company in accordance with
the terms and subject to the conditions of the Exchange Offer. Except as stated
in the Prospectus, all authority herein conferred or agreed to be conferred by
this Letter of Transmittal and every obligation of the undersigned shall
survive the death, incapacity or dissolution of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs, legal
representatives, successors and assigns, executors, administrators and trustees
in bankruptcy of the undersigned. Tendered Old Notes may be withdrawn at any
time prior to the Expiration Date in accordance with the terms of the Exchange
Offer.
The undersigned also understands and acknowledges that the Company reserves
the right in its sole discretion to purchase or make offers for any Old Notes
that remain outstanding subsequent to the Expiration Date in the open market,
in privately negotiated transactions, through subsequent exchange offers or
otherwise. The terms of any such purchases or offers could differ from the
terms of the Exchange Offer.
The undersigned understands that the delivery and surrender of the Old Notes
is not effective, and the risk of loss of the Old Notes does not pass to the
Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or a manually signed facsimile hereof, properly completed and duly
executed, with any required signature guarantees, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to the Company. All questions as to form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Old Notes will be determined by the Company, in its sole discretion, which
determination shall be final and binding.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," the undersigned hereby requests that any Old Notes representing
principal amounts not tendered or not accepted for exchange be issued in the
name(s) of the undersigned and that Exchange Notes be issued in the name(s) of
the undersigned (or, in the case of Old Notes delivered by book-entry transfer,
by credit to the account at the Book-Entry Transfer Facility). Similarly,
unless otherwise indicated herein in the box entitled "Special Delivery
Instructions," the undersigned hereby requests that any Old Notes representing
principal amounts not tendered or not accepted for exchange and certificates
for Exchange Notes be delivered to the undersigned at the address(es) shown
above. In the event that the "Special Issuance Instructions" box or the
"Special Delivery Instructions" box is, or both are, completed, the undersigned
hereby requests that any Old Notes representing principal amounts not tendered
or not accepted for exchange be issued in the name(s) of, certificates for such
Old Notes be delivered to, and certificates for Exchange Notes be issued in the
name(s) of, and be delivered to, the person(s) at the address(es) so indicated,
as applicable. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance Instructions" box or "Special Delivery
Instructions" box to transfer any Old Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the
principal amount of such Old Notes so tendered.
IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE NOTES, HOLDERS MUST COMPLETE,
EXECUTE AND DELIVER THIS LETTER OF TRANSMITTAL.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF OLD NOTES
REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
x ____________________________________________________ __________________________________________________________ , 2002
x ____________________________________________________ __________________________________________________________ , 2002
Signature(s) of Owner(s) Date
Area Code and Telephone Number: _______________________________________________
This Letter of Transmittal must be signed by the Holder(s) of Old Notes exactly
as their name(s) appear(s) on certificate(s) representing the Old Notes or, if
delivered by a participant in the Book-Entry Transfer Facility, exactly as such
participant's name appears on a security position listing as the owner of Old
Notes, or by person(s) authorized to become Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 4 below.
If the signature appearing below is not of the record holder(s) of the Old
Notes, then the record holder(s) must sign a valid bond power.
Name(s): ______________________________________________________________________
(Please Type or Print)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.: __________________________________________________
Taxpayer Identification or Social Security Number: ____________________________
IMPORTANT: PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
[_] CHECK HERE IF YOU ARE A BROKER DEALER WHO ACQUIRED THE OLD NOTES FOR YOUR
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: _______________________________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
GUARANTEE OF SIGNATURES
(SEE INSTRUCTION 4 BELOW)
Signature(s) Guaranteed by
an Eligible Institution: ______________________________________________________
(Authorized Signature)
Name and Title: _______________________________________________________________
(Please Type or Print)
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.: __________________________________________________
Dated: ________________________________________________________________________
- ---------------------------------------------------------- ----------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 7) (SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Old Notes in To be completed ONLY if certificates for Old Notes in
a principal amount not tendered or not accepted for a principal amount not accepted for exchange and/or
exchange are to be issued in the name of, or certificates for Exchange Notes are to be sent to
certificates for Exchange Notes are to be issued to the someone other than the person or persons whose
order of, and sent to someone other than the person or signature(s) appear(s) within this Letter of Transmittal
persons whose signature(s) appear(s) within this Letter or to an address different from that shown in the box
of Transmittal, or if Old Notes delivered by book-entry entitled "Description of Old Notes" within the Letter
transfer which are not accepted for exchange are to be of Transmittal.
returned by credit to an account maintained at the
Book-Entry Transfer Facility other than the account Deliver: [_] Old Notes [_] Exchange Notes
indicated within this Letter of Transmittal. (Check as Applicable)
Issue: [_] Old Notes [_] Exchange Notes Name: __________________________________________________
(Check as Applicable) (Please Print)
Name: _________________________________________________ Address: _______________________________________________
(Please Print) ________________________________________________________
________________________________________________________
Address: ______________________________________________ (Zip Code)
_______________________________________________________
_______________________________________________________
(Zip Code)
_______________________________________________________
(Tax Identification or Social Security Number)
(SEE SUBSTITUTE FORM W-9 HEREIN)
[_] Credit Old Notes not exchanged and delivered by
book entry transfer to the Book Entry Transfer
Facility account set below:
_______________________________________________________
(Book Entry Transfer Facility Account
Number, if applicable)
[_] Credit Exchange Notes to the Book Entry Transfer
Facility account set below:
_______________________________________________________
(Book Entry Transfer Facility Account
Number, if applicable)
- ---------------------------------------------------------- ----------------------------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates for Old Notes or
Book-Entry Confirmations; Withdrawal of Tenders.
To tender Old Notes in the Exchange Offer, physical delivery of certificates
for Old Notes or confirmation of a book-entry transfer into the Exchange
Agent's account with a Book-Entry Transfer Facility of Old Notes tendered
electronically, as well as a properly completed and duly executed copy or
manually signed facsimile of this Letter of Transmittal, or in the case of a
book-entry transfer, an Agent's Message, 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 the Expiration Date or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Tenders of
Old Notes in the Exchange Offer may be made prior to the Expiration Date in the
manner described in the preceding sentence and otherwise in compliance with
this Letter of Transmittal.
The method of delivery of this letter of transmittal, certificates for Old
Notes and all other required documents, to the Exchange Agent, including
delivery through DTC and any acceptance of an Agent's Message transmitted
through ATOP, is at the election and risk of the Holder tendering Old Notes. If
such delivery is made by mail, it is suggested that the Holder use properly
insured, registered mail with return receipt requested and that sufficient time
should be allowed to assure timely delivery. No alternative, conditional or
contingent tenders of Old Notes will be accepted. Except as otherwise provided
below, the delivery will be deemed made only when actually received by the
Exchange Agent.
THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR THE OLD NOTES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE
COMPANY, THE TRUSTEE OR DTC.
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any
time prior to the Expiration Date. In order to be valid, the notice of
withdrawal of tendered Old Notes must comply with the requirements set forth in
the Prospectus under the caption "The Exchange Offer--Withdrawal of Tenders."
2. Guaranteed Delivery Procedures.
If Holders desire to tender Old Notes pursuant to the Exchange Offer and (i)
certificates representing such Old Notes are not lost but are not immediately
available, (ii) time will not permit this Letter of Transmittal, certificates
representing such Holder's Old Notes and all other required documents to reach
the Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures."
Pursuant to the guaranteed delivery procedures:
(i) such tender must be made by or through an Eligible Institution;
(ii) prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution, at one of the addresses set forth on the
cover of this Letter of Transmittal, a properly completed and validly
executed Notice of Guaranteed Delivery (by manually signed facsimile
transmission, mail or hand delivery) in substantially the form provided with
the Prospectus, setting forth the name(s) and address(es) of the registered
Holder(s) and the principal amount of Old Notes being tendered and stating
that the tender is being made thereby and guaranteeing that, within three
New York Stock Exchange ("NYSE") trading days from the Expiration Date, this
Letter of Transmittal (or a manually signed facsimile thereof), properly
completed and duly executed, or, in the case of a book-entry transfer, an
Agent's Message, together with certificates representing the Old Notes (or
confirmation of book-entry transfer of such Old Notes into the
Exchange Agent's account at a Book-Entry Transfer Facility), and any other
documents required by this Letter of Transmittal and the instructions
thereto, will be deposited by such Eligible Institution with the Exchange
Agent; and
(iii) the Exchange Agent must have received this Letter of Transmittal
(or a manually signed facsimile thereof), properly completed and validly
executed with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, together with certificate(s)
representing such Old Notes in proper form for transfer (or a Book-Entry
Confirmation with respect to all tendered Old Notes), and any other
documents required by this Letter of Transmittal, within three NYSE trading
days after the Expiration Date.
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 the acceptance of their Old Notes
for exchange.
3. Partial Tenders.
If less than the entire principal amount of any Old Notes evidenced by a
submitted certificate is tendered, the tendering Holder must fill in the
principal amount of Old Notes which are tendered for exchange in column (3) of
the box entitled "Description of Old Notes" herein. The entire principal amount
represented by the certificates for all Old Notes delivered to the Exchange
Agent will be deemed to have been tendered, unless otherwise indicated. The
entire principal amount of all Old Notes not tendered or not accepted for
exchange will be sent (or, if tendered by book-entry transfer, returned by
credit to the account at the Book-Entry Transfer Facility designated herein) to
the Holder unless otherwise provided in the "Special Issuance Instructions" or
"Special Delivery Instructions" boxes of this Letter of Transmittal.
4. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures.
If this Letter of Transmittal is signed by the Holder(s) of the Old Notes
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without alteration, enlargement or any change
whatsoever. If this Letter of Transmittal is signed by a participant in one of
the Book-Entry Transfer Facilities whose name is shown as the owner of the Old
Notes tendered hereby, the signature must correspond with the name shown on the
security position listing as the owner of the Old Notes.
If any of the Old Notes tendered hereby are registered in the name of two or
more Holders, all such Holders must sign this Letter of Transmittal. If any
tendered Old Notes are registered in different names on several certificates,
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 names in which certificates are held.
If this Letter of Transmittal or any certificates for Old 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 Company, proper evidence satisfactory to the Company of
their authority so to act must be submitted with this Letter of Transmittal.
If this letter of transmittal is executed by a person or entity other than
the registered Holder, then the Old Notes must be accompanied by a properly
completed bond power signed by such registered Holder exactly as the name(s) of
the Holder appear(s) on the Old Notes. Signatures on such powers must be
guaranteed by a participant in a recognized medallion signature program (a
"Medallion Signature Guarantor").
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Old Notes tendered herewith (or by a
participant in one of the Book-Entry Transfer Facilities whose name appears on
a security position listing as the owner of Old Notes) and certificates for
Exchange Notes or for any
Old Notes for principal amounts not tendered or not accepted for exchange are
to be issued, directly to such Holder(s) or, if tendered by a participant in
one of the Book-Entry Transfer Facilities, any Old Notes for principal amounts
not tendered or not accepted for exchange are to be credited to such
participant's account at such Book-Entry Transfer Facility and neither the
"Special Issuance Instructions" box nor the "Special Delivery Instructions" box
of this Letter of Transmittal has been completed or (ii) such Old Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES ON LETTERS OF TRANSMITTAL ACCOMPANYING OLD NOTES MUST BE GUARANTEED
BY A MEDALLION SIGNATURE GUARANTOR. In all such other cases (including if this
Letter of Transmittal is not signed by the Holder), the Holder must either
properly endorse the certificates for Old Notes tendered or transmit a separate
properly completed bond power with this Letter of Transmittal (in either case,
executed exactly as the name(s) of the registered Holder(s) appear(s) on such
Old Notes, and, with respect to a participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Old Notes,
exactly as the name(s) of the participant(s) appear(s) on such security
position listing), with the signature on the endorsement or bond power
guaranteed by a Medallion Signature Guarantor, unless such certificates or bond
powers are executed by an Eligible Institution.
Endorsements on certificates for Old Notes and signatures on bond powers
provided in accordance with this Instruction 4 by registered Holders not
executing this Letter of Transmittal must be guaranteed by a Medallion
Signature Guarantor.
5. Special Issuance and Special Delivery Instructions.
Tendering Holders should indicate in the appropriate box or boxes in this
Letter of Transmittal the name and address to which Old Notes for principal
amounts not tendered or not accepted for exchange or certificates for Exchange
Notes, if applicable, are to be sent or issued, if different from the name and
address of the Holder signing this Letter of Transmittal. In the case of
payment to a different name, the taxpayer identification or social security
number of the person named must also be indicated. If no instructions are
given, Old Notes not tendered or not accepted for exchange will be returned,
and certificates for Exchange Notes will be sent, to the Holder of the Old
Notes tendered.
6. Substitute Form W-9; 30% Backup Withholding.
Each tendering Holder is required to provide the Exchange Agent with the
Holder's social security or federal employer identification number, on an IRS
Form W-9 or a Substitute Form W-9, which is provided under "Important Tax
Information" below, or alternatively, to establish another basis for exemption
from backup withholding. A Holder must cross out item (2) in the Certification
box in Part III on Substitute Form W-9 if such Holder is subject to backup
withholding. Failure to provide the information on the form may subject such
Holder to 30% federal backup withholding tax on any payment made to the Holder
with respect to the Exchange Offer. The box in Part I of the form should be
checked if the tendering or consenting Holder has not been issued a Taxpayer
Identification Number ("TIN") and has either applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part I is checked the Holder
should also sign the attached Certification of Awaiting Taxpayer Identification
Number in order to avoid backup withholding. If the Exchange Agent is not
provided with a TIN within 60 days thereafter, the Exchange Agent will withhold
30% on all such payments of the Exchange Notes until a TIN is provided to the
Exchange Agent. Notwithstanding that the box in Part I is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Exchange Agent will withhold 30% of all payments made prior to the time a
properly certified TIN is provided to the Exchange Agent. The Exchange Agent
will retain such amounts withheld during the 60-day period following the date
of the Substitute Form W-9. If the Holder furnishes the Exchange Agent with its
TIN within 60 days after the date of the Substitute Form W-9, the amounts
retained during the 60-day period will be remitted to the Holder and no further
amounts shall be retained or withheld from payments made to the Holder
thereafter. If, however, the Holder has not provided the exchange Agent with
its TIN within such 60-day period, amounts withheld will be remitted to the IRS
as backup withholding. In addition, 30% of all payments made thereafter will be
withheld and remitted to the IRS until a correct TIN is provided.
7. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the exchange
and transfer of Old Notes pursuant to the Exchange Offer, except if (i)
deliveries of certificates for Old Notes for principal amounts not tendered or
not accepted for exchange are registered or issued in the name of any person
other than the Holder of Old Notes tendered thereby, (ii) tendered certificates
are registered in the name of any person other than the person signing this
Letter of Transmittal or (iii) a transfer tax is imposed for any reason other
than the exchange of Old Notes pursuant to the Exchange Offer. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
this Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering Holder.
8. Irregularities.
All questions as to the form, validity, eligibility (including time of
receipt) of all documents and compliance with conditions, acceptance of all
tenders, and withdrawals of Old Notes will be determined by the Company, in its
sole discretion, which determination shall be final and binding. ALTERNATIVE,
CONDITIONAL OR CONTINGENT TENDERS OF OLD NOTES WILL NOT BE CONSIDERED VALID.
The Company reserves the absolute right to reject any and all tenders of Old
Notes that are not in proper form or the acceptance of which would, in the
Company's opinion, be unlawful. The Company also reserves the right to waive
any defects, irregularities or conditions of tender as to particular Old Notes.
The Company's interpretations of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding on all parties. Any defect or irregularity in connection with tenders
of Old Notes must be cured within such time as the Company determines, unless
waived by the Company. Tenders of Old Notes shall not be deemed to have been
made until all defects or irregularities have been waived by the Company or
cured. A defective tender (which defect is not waived by the Company or cured
by the Holder) will not constitute a valid tender of Old Notes and will not
entitle the Holder to Exchange Notes. None of the Company, the Trustee, the
Exchange Agent or any other person will be under any duty to give notice of any
defect or irregularity in any tender or withdrawal of any Old Notes, or incur
any liability to Holders for failure to give any such notice. Any Old 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
this Letter of Transmittal, as soon as practicable following the Expiration
Date.
9. Waiver of Conditions.
The Company reserves the absolute right, in its reasonable discretion, to
amend, waive or modify any of the conditions to the Exchange Offer.
10. Mutilated, Lost, Stolen or Destroyed Certificates for Old Notes.
Any tendering Holder whose certificates for Old Notes have been mutilated,
lost, stolen or destroyed should write to or telephone the Exchange Agent at
the address or telephone number set forth on the cover of this Letter of
Transmittal.
11. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering Old Notes and requests for
assistance or additional copies of the Prospectus, this Letter of Transmittal,
the Notice of Guaranteed Delivery or other documents may be directed to the
Exchange Agent, at the address or telephone number set forth on the cover of
this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) TOGETHER WITH
CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE NOTICE OF GUARANTEED
DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder who tenders Old Notes prior to
receipt of the Exchange Notes is required to provide the Exchange Agent with
such Holder's correct TIN on the Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his or her social security number. If the Exchange Agent
is not provided with the correct TIN, or false information is provided in
connection with a request for a TIN, the Internal Revenue Service ("IRS") may
subject the Holder or other payee to penalties, and payments, including any
Exchange Notes, made to such Holder with respect to Old Notes exchanged
pursuant to the Exchange Offer, may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) may not subject to the backup withholding and reporting
requirements. Such Holders should nevertheless complete the Substitute Form W-9
attached below and write "EXEMPT" on the face thereof, to avoid possible
erroneous backup withholding. A foreign person may qualify as an exempt
recipient by submitting to the Exchange Agent a properly completed IRS Form
W-8, signed under penalties of perjury, attesting to that Holder's exempt
status. A Form W-8 can be obtained from the Exchange Agent. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions. Holders are urged to consult their own
tax advisors to determine whether they are exempt.
If backup withholding applies, the Exchange Agent is required to withhold
30% of any payments made to the Holder or other payee. Backup withholding is
not an additional Federal income tax. Rather, the Federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any Exchange Notes,
made with respect to Old Notes exchanged pursuant to the Exchange Offer, the
Holder is required to provide the Exchange Agent with (i) the Holder's correct
TIN by completing the form below, certifying that the TIN provided on the
Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that
(A) such Holder is exempt from backup withholding, (B) the Holder has not been
notified by the IRS that the Holder is subject to backup withholding as a
result of failure to report all interest or dividends or (C) the IRS has
notified the Holder that the Holder is no longer subject to backup withholding
and (ii) if applicable, an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Old Notes. If the Old Notes are held in more than one name or are held 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.
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND
CERTIFICATION
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
PAYER'S NAME: ICON HEALTH & FITNESS, INC.
PAYEE INFORMATION (Please print or type)
Individual or business name (if joint account, list
first and circle the name of person or entity whose
number you furnish in Part 1 below):
- --------------------------------------------------------
Check appropriate box: [_] Individual/Sole
proprietor [_] Corporation
[_] Partnership [_] Other ________________________
Address (number, street, and apt. or suite no.): _______
City, State, and ZIP code: _____________________________
- ---------------------------------------------------------------------------------------------------------------------
PART I: TAXPAYER IDENTIFICATION NUMBER ("TIN")
Enter your TIN in the appropriate box. For individuals,
this is your social security number. For other entities,
it is your employeridentification number. Refer to the
chart on page 1 of the Guidelines for Certification of
Taxpayer Identification Number on SubstituteForm W-9 (the
"Guidelines"). If you do not have a TIN, see instructions
on how to obtain a TIN on page 2 of the Guidelines, check
theappropriate box below indicating that you have applied
for a TIN and, in addition to the Part III Certification,
sign the attachedCertification of Awaiting Taxpayer
Identification Number.
Social security number: __ __ __ - __ __ - __ __ __ __
[_] Applied For
Employer identification number: __ __ - __ __ __ __ __ __ __
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PART II: PAYEES EXEMPT FROM BACKUP WITHHOLDING
Check box (See page 2 of the Guidelines for further
clarification. Even if you are exempt from backup
withholding, you should stillcomplete and sign the
certification below):
[_] EXEMPT
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PART III: 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
currently subject to backup withholding because you have
failed to report all interest and dividends on your tax
return (See page 2 of the Guidelines for further
clarification).
- ------------------------------------------------------------------------------------------------------------------
Signature of U.S. Person: __________________________________________ Date:
____________________
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE
BOX "APPLIED FOR" IN PART I OF 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 (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(b) I intend to mail or deliver an application in the near future. I understand
that I must provide a taxpayer identification number to the Exchange Agent
within 60 days of submitting this Substitute Form W-9 and that if I do not
provide a taxpayer identification number to the Exchange Agent within 60 days,
the Exchange Agent is required to withhold 30% of all reportable payments
thereafter to me until I furnish the Exchange Agent with a taxpayer
identification number.
__________________________
Signature
__________________________
Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 30% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.