EXHIBIT 99.1
CONSENT AND LETTER OF TRANSMITTAL
HUNTSMAN INTERNATIONAL LLC
OFFER TO EXCHANGE ALL OUTSTANDING
10 1/8% SENIOR SUBORDINATED NOTES DUE 2009 DENOMINATED IN EUROS
for
10 1/8% SENIOR SUBORDINATED NOTES DUE 2009 DENOMINATED
IN EUROS THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS, DATED JULY 19, 2001
THE EXCHANGE OFFER, CONSENT SOLICITATION AND ASSOCIATED WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., LONDON TIME, ON AUGUST 20, 2001, AND CONSENTS MAY BE
REVOKED UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M, LONDON TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
The Bank of New York
To contact The Bank of New York:
By Registered Mail, Hand Delivery For Information, call:
or Overnight Courier: 011 44 (207) 964-7284 or
The Bank of New York 011 44 (207) 964-6513
Lower Ground Floor By Facsimile Transmission:
30 Cannon Street (for Eligible Institutions Only)
London 011 44 (207) 964-6369 or
EC4M 6XH 011 44 (207) 964-7294
Attn: Julie McCarthy
Confirm by Telephone:
011 44 (207) 964-6513
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY OF THIS CONSENT AND LETTER OF
TRANSMITTAL.
(Continued on next page)
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES 1 2 3
- -----------------------------------------------------------------------------------------------------
Aggregate
Principal Principal
Name(s) and Address(es) of Registered holder(s) Certificate Amount of Old Amount
(Please fill in, if blank) Number(s)* Note(s) Tendered**
- -----------------------------------------------------------------------------------------------------
----------------------------------
----------------------------------
----------------------------------
----------------------------------
Total
- -------------------------------------------------------------------------------
* Need not be completed if Old Notes are being tendered 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 1. See Instruction 2. Old Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple
thereof. See Instruction 1.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR
OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated November 27, 2001 (the "Prospectus"), of Huntsman
International LLC, a Delaware limited liability company (the "Issuer") and
this Letter of Transmittal (the "Letter of Transmittal" or the "Letter"),
which together constitute the Issuer's (a) offer (the "Exchange Offer") to
exchange an aggregate principal amount of up to (Euro)250,000,000 of the
Issuer's 10 1/8% Senior Subordinated Notes due 2009 that have been registered
under the Securities Act of 1933, as amended (the "New Notes"), for a like
principal amount denominated in euros, in the aggregate, of the Issuer's
issued and outstanding 10 1/8% Senior Subordinated Notes due 2009 (the "Old
Notes") from the registered holders thereof and (b) request that holders of
the Old Notes consent to proposed amendments to the indenture governing the
Old Notes as described in the Prospectus under "The Consent Solicitation --
Proposal Amendments" (the "Consent Solicitation").
For each Old Note accepted for exchange, the holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. The New Notes will bear interest from the most recent date to which
interest has been paid. Accordingly, registered holders of New Notes on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the
most recent date to which interest has been paid. 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 accrued 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 is to be completed by a holder of Old Notes either if
certificates for such Old Notes are to be forwarded herewith or if a tender is
to be made by book-entry transfer to the account maintained by The Bank of New
York, as Exchange Agent for the Exchange Offer (the "Exchange Agent"), at
Euroclear or Clearstream Banking, societe anonyme, Luxembourg (the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in "The Exchange
Offer--How to Tender Old Notes for Exchange" and --"Book-Entry Transfers"
section of the Prospectus and an Agent's Message is not delivered. Tenders by
book-entry transfer may also be made by delivering an Agent's Message in lieu
of this Letter. The term "Agent's Message" means a message, transmitted by the
Book-Entry Transfer Facility to and received by the Exchange Agent and forming
a part of a Book-Entry Confirmation (as defined below), which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
tendering participant, which acknowledgment states that such participant has
received and agrees to be bound by this Letter and that the Issuer may enforce
this Letter against such participant.
Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Exchange Agent.
2
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANS-
FER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________________
Euroclear or Clearstream Book-Entry Account Number __________________________
Transaction Code Number _____________________________________________________
[_]CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: _______________________________________________________________________
Address: ____________________________________________________________________
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. If the undersigned is a broker-dealer that will receive New 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 the Securities Act of
1933, as amended, in connection with any resale of such New Notes; however, by
so acknowledging and by delivering such a prospectus the undersigned will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933, as amended. If the undersigned is a broker-dealer that
will receive New Notes, it represents that the Old Notes to be exchanged for
the New Notes were acquired as a result of market-making activities or other
trading activities.
3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Exchange Offer. Upon the terms and subject to the conditions of the
Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate
principal amount of Old Notes indicated above. Subject to, and effective upon,
the acceptance for exchange of the Old Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Issuer all
right, title and interest in and to such Old Notes as are being tendered
hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Old Notes, with full power of substitution, among
other things, to cause the Old Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Old
Notes, and to acquire New Notes issuable upon the exchange of such tendered
Old Notes, and that, when the same are accepted for exchange, the Issuer will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim
when the same are accepted by the Issuer. The undersigned hereby further
represents that any New Notes acquired in exchange for Old Notes tendered
hereby will have been acquired in the ordinary course of business of the
person receiving such New Notes, whether or not such person is the
undersigned, that neither the holder of such Old Notes nor such other person
has any arrangement or understanding with any person to participate in the
distribution of such New Notes and that neither the holder of such Old Notes
nor any such other person is an "affiliate," as defined in Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act"), of the Issuer.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred
by holders or other persons receiving the New Notes thereof (other than any
such holder or other person that is an "affiliate" of the Issuer within the
meaning of Rule 405 under the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act,
provided that such New Notes are acquired in the ordinary course of business
of the person receiving such New Notes, whether or not such person is the
holder, and neither the holder nor such other person has any arrangement or
understanding with any person to participate in the distribution of such New
Notes. However, the SEC has not considered the Exchange Offer in the context
of a no-action letter and there can be no assurance that the staff of the SEC
would make a similar determination with respect to the Exchange Offer as in
other circumstances. 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 Issuer, is engaged in or intends to engage 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 SEC and (ii) must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is a broker-dealer
that will receive New Notes for its own account in exchange for 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 meeting the requirements of the
Securities Act in connection with any resale of such New
4
Notes; however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer 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 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--Withdrawal Rights"
section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old Notes, please credit the account indicated above maintained at
the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the New
Notes (and, if applicable, substitute certificates representing Old Notes for
any Old Notes not exchanged) to the undersigned at the address shown above in
the box entitled "Description of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES
AS SET FORTH IN SUCH BOX ABOVE.
Consent Procedure. The undersigned hereby consents to the proposed
amendments to the indenture, as set forth in the prospectus under "The Consent
Solicitation--Proposed Amendments" (the "Proposed Amendments"), with respect
to all such tendered Old Notes unless the box voting "No" below has been
checked.
[_] NO -- CHECK HERE IF THE UNDERSIGNED DOES NOT CONSENT TO THE PROPOSED
AMENDMENTS.
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written consent (unless the
appropriate box above voting "No" has been checked), with respect to the
Proposed Amendments. The undersigned understands that the consent provided
hereby shall remain in full force and effect until such consent is revoked in
accordance with the procedures set forth in the prospectus under "The Consent
Solicitation--Revocation of Consent", which procedures are hereby agreed to be
applicable in lieu of any and all other procedures for revocation of consent.
The undersigned understands that a revocation of such consent will not be
effective after the Expiration Date. The Issuer intends to execute the
supplemental indenture to the indenture containing the Proposed Amendments
promptly following the Expiration Date at which time the Proposed Amendments
will become operative.
5
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES REGARDLESS OF WHETHER
OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
Dated: ________________________________________________________________, 2001
x ___________________________________________________________________, 2001
x ___________________________________________________________________, 2001
Signature(s) of Owner Date
Area Code and Telephone Number ______________________________________________
This Letter must be signed by the registered holder(s) as the name(s)
appear(s) on the certificate(s) for the Old Notes hereby tendered or on a
security position, on listing or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 3.
Name(s): ____________________________________________________________________
_____________________________________________________________________________
(Please Type or Print)
Capacity: ___________________________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
(Including Zip Code)
PLEASE COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE, IF REQUIRED
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution: ____________________________________________________
(Authorized Signature)
_____________________________________________________________________________
(Title)
_____________________________________________________________________________
(Name and Firm)
Dated: ________________, 2001
6
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
- -------------------------------------- --------------------------------------
To be completed ONLY if To be completed ONLY if
certificates for Old Notes not certificates for Old Notes not
exchanged and/or New Notes are to exchanged and/or New Notes are to
be issued in the name of someone be sent to someone other than the
other than the person or persons person or per sons whose
whose signature(s) appear(s) on signature(s) appear(s) on this
this Letter above, or if Old Notes Letter above or to such person or
delivered by book-entry transfer persons at an address other than
which are not accepted for exchange shown in the box entitled
are to be re turned by credit to an "Description of Old Notes" on this
account maintained at the Book- Letter above.
Entry Transfer Facility other than
the account indicated above.
Mail: New Notes and/or Old Notes
to:
Issue: New Notes and/or Old Notes (Please Type or Print)
to: Name(s) ____________________________
____________________________________
Name(s) ____________________________
(Please Type or Print)
(Please Type or Print)
Address ____________________________
____________________________________
____________________________________
(Please Type or Print)
(Zip Code)
Address ____________________________
____________________________________
(Zip Code)
(Complete Substitute Form W-9)
Credit unexchanged Old Notes
delivered by book-entry transfer to
the Book-Entry Transfer Facility
account set forth below.
____________________________________
(Book-Entry Transfer Facility
Account Number, if applicable)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., LONDON TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
7
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer for the
10 1/8% Senior Subordinated Notes due 2009 Denominated in Euros
of Huntsman International LLC in Exchange for the
10 1/8% Senior Subordinated Notes due 2009 Denominated in Euros
That Have Been Registered Under the Securities Act of 1933, As Amended
1. Delivery of this Letter and Notes.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
"The Exchange Offer--Book-Entry Transfers" section of the Prospectus and an
Agent's Message is not delivered. Tenders by book-entry transfer may also be
made by delivering an Agent's Message in lieu of this Letter. The term
"Agent's Message" means a message, transmitted by the Book-Entry Transfer
Facility to and received by the Exchange Agent and forming a part of a Book-
Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the tendering participant, which
acknowledgment states that such participant has received and agrees to be
bound by the Letter of Transmittal and that the Issuer may enforce the Letter
of Transmittal against such participant. Certificates for all physically
tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as
a properly completed and duly executed Letter (or manually signed facsimile
hereof or Agent's Message in lieu thereof) and any other documents required by
this Letter, must be received by the Exchange Agent at the address set forth
herein on or prior to the Expiration Date, or the tendering holder must comply
with the guaranteed delivery procedures set forth below. Old Notes tendered
hereby must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
The method of delivery of this Letter, the Old Notes and all other required
documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Old Notes are sent by mail, it is suggested that the
mailing be registered mail, properly insured, with return receipt requested,
made sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., London time, on the Expiration Date. No
Letters of Transmittal or Old Notes should be sent directly to the Issuer.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders (not applicable to holders who tender by book-entry
transfer).
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering holder(s) should fill in the aggregate principal
amount of Old Notes to be tendered in the box above entitled "Description of
Old Notes--Principal Amount Tendered." All of the Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
indicated. A reissued certificate representing the balance of nontendered Old
Notes will be sent to such tendering holder, unless otherwise provided in the
appropriate box on this Letter, promptly after the Expiration Date.
3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the holder of the Old Notes tendered hereby,
the signature must correspond exactly with the name as written on the face of
the certificates or on the Book-Entry Transfer Facility's security position
listing as the holder of such Old Notes without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter.
8
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 as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
written instrument or instruments of transfer or exchange are required. If,
however, the Old Notes are registered in the name of a person other than a
signer of the Letter, the Old Notes surrendered for exchange must be endorsed
by, or be accompanied by a written instrument or instruments of transfer or
exchange, in satisfactory form as determined by the Issuer in its sole
discretion, duly executed by the registered national securities exchange with
the signature thereon guaranteed by an Eligible Institution.
If this Letter is signed by a person or persons other than the registered
holder or holders of Old Notes, such Old Notes must be endorsed or accompanied
by appropriate powers of attorney, in either case signed exactly as the name
or names of the registered holder or holders that appear on the Old Notes.
If this Letter or any Old Notes or powers of attorneys 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 Issuer,
proper evidence satisfactory to the Issuer of their authority to so act must
be submitted with the Letter.
Endorsements on certificates for Old Notes or signatures on powers of
attorneys required by this Instruction 3 must be guaranteed by an Eligible
Institution.
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Old Notes are tendered: (i) by a registered holder
of Old Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Old Notes) who has not
completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.
4. Special Issuance and Delivery Instructions.
Tendering holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer and
or substitute certificates evidencing Old Notes not exchanged are to be issued
or sent, if different from the name or address of the person signing this
Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request that
Old Notes not exchanged be credited to such account maintained at the Book-
Entry Transfer Facility as such holder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name and address of the person signing this Letter.
5. Taxpayer Identification Number.
Federal income tax law generally requires that a tendering holder whose Old
Notes are accepted for exchange must provide the Issuer (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below, which in the case of a tendering holder who is an individual, is his or
her social security number. If the Issuer is not provided with the current TIN
or an adequate basis for an exemption, such tendering holder may be subject to
a $50 penalty imposed by the Internal Revenue Service and may be subject to
backup withholding at the applicable Federal tax rate on all reportable
payments made after the exchange. If withholding results in an overpayment of
taxes, a refund may be obtained.
9
Exempt holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines")
for additional instructions.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the Substitute Form W-9 set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), that (i) the holder is exempt from backup withholding, or (ii) the
holder has not been notified by the Internal Revenue Service that such holder
is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding, and that
the holder is a U.S. person (including a U.S. resident alien). If the
tendering holder of Old Notes is a nonresident alien or foreign entity not
subject to backup withholding, such holder must complete the appropriate Form
W-8 and give it to the Exchange Agent. If the Old Notes are in more than one
name or are not in the name of the actual owner, such holder should consult
the W-9 Guidelines for information on which TIN to report. If such holder does
not have a TIN, such holder should consult the W-9 Guidelines for instructions
on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and
write "applied for" in lieu of its TIN. Note: Checking this box and writing
"applied for" on the form means that such holder has already applied for a TIN
or that such holder intends to apply for one in the near future. Checking this
box also requires that the holder complete the Certificate of Awaiting
Taxpayer Identification Number form attached to the Substitute Form W-9. If
such holder does not provide its TIN to the Exchange Agent within 60 days,
backup withholding will begin and continue until such holder furnishes its TIN
to the Exchange Agent.
The information requested above should be directed to the Exchange Agent at
the following address:
Delivery To: The Bank of New York, Exchange Agent
By Registered Mail, Hand Delivery or For Information, call:
Overnight Courier:
011 44 (207) 964-6582 or
011 44 (207) 964-6513
The Bank of New York
By Facsimile Transmission:
One Canada Square
(for Eligible Institutions Only)
London
011 44 (207) 964-6369 or
E14 5AL
011 44 (207) 964-7294
United Kingdom
Attention: Julie McCarthy Confirm by Telephone:
011 44 (207) 964-6513
6. Transfer Taxes.
Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith. If, however, New Notes are to
be delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Notes tendered, or if a transfer tax is imposed
for any reason other than the exchange of Old Notes in connection with the
Exchange Offer, then 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 with this Letter, the amount of such transfer taxes
will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter.
10
7. Waiver of Conditions.
The Issuer reserves the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to any particular Old
Note either before or after the Expiration Date (including the right to waive
the ineligibility of any holder who seeks to tender Old Notes in the Exchange
Offer).
8. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter or
an Agent's Message in lieu thereof, shall waive any right to receive notice of
the acceptance of their Old Notes for exchange.
Neither the Issuer, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them.
9. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
10. Withdrawal Rights.
Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m.,
London time, on the Expiration Date.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent at the address set forth above prior to 5:00
p.m., London time, on the Expiration Date. Any such notice of withdrawal must:
(i) specify the name of the person having tendered the Old Notes to be
withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including the principal amount of such Old Notes), and (iii) (where
certificates for Old Notes have been transmitted) specify the name in which
such Old Notes are registered, if different from that of the Depositor. If
certificates for Old Notes have been delivered or otherwise identified to the
Exchange Agent, then prior to the release of such certificates the Depositor
must also submit the serial numbers of the particular certificates to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution unless such Depositor is an Eligible Institution. If Old
Notes have been tendered pursuant to the procedure for book-entry transfer set
forth in "The Exchange Offer--Book-Entry Transfers" section of the Prospectus,
any notice of withdrawal must specify the name and number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes
and otherwise comply with the procedures of such facility. All questions as to
the validity, form and eligibility (including time of receipt) of such notices
will be determined by the Issuer, whose determination shall be final and
binding on all parties. Any Old Notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer and no
New Notes will be issued with respect thereto unless the Old Notes so
withdrawn are validly retendered. Any Old Notes that have been tendered for
exchange but which are not exchanged for any reason will be returned to the
holder thereof without cost to such holder (or, in the case of Old Notes
tendered by book-entry transfer into the Exchange Agent's account at the Book-
Entry Transfer Facility pursuant to the book-entry transfer procedures set
forth in "The Exchange Offer--Book-Entry Transfers" section of the Prospectus,
such Old Notes will be credited to an account maintained with the Book-Entry
Transfer Facility for the Old Notes) as soon as practicable after withdrawal,
rejection of tender or termination of the Exchange Offer. Properly withdrawn
Old Notes may be retendered by following the procedures described above at any
time on or prior to 5:00 p.m., London time, on the Expiration Date.
11. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, and other related
documents may be directed to the Exchange Agent, at the address and telephone
number indicated above.
11
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
- --------------------------------------------------------------------------------
PAYOR'S NAME: The Bank of New York
- --------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE TIN: ____________________
YOUR TIN IN THE BOX AT Social Security
RIGHT AND CERTIFY BY Number or Employer
SIGNING AND DATING BELOW. Identification
SUBSTITUTE Number
Form W-9 -------------------------------------------------------
Department of Part 2--TIN Applied For [_]
the Treasury -------------------------------------------------------
Internal Payor's Request For Taxpayer Identification Number
Revenue ("TIN") and Certification
Service CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT:
Payor's Request for
Taxpayer (1) the number shown on this form is my correct
Identification Number Taxpayer Identification Number (or I am waiting
("TIN") and for a number to be issued to me)
Certification (2) I am not subject to backup withholding either
because: (a) I am exempt from backup
withholding, or (b) I have not been notified by
the Internal Revenue Service (the "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) any other information provided on this form is
true and correct.
SIGNATURE ____________________________________________
DATE _________________________________________________
- --------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return and you have not
been notified by the IRS that you are no longer subject to backup
withholding.
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 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 if I do not provide a taxpayer identification number by the
time of the exchange, 31% of all reportable payments made to me thereafter
will be withheld until I provide a number.
Signature _______________________________________ Date ____________________
- --------------------------------------------------------------------------------
12