Exhibit 99.1
FORM OF
LETTER OF TRANSMITTAL
ALLBRITTON COMMUNICATIONS COMPANY
Offer to Exchange its 7 3/4% Series B Senior Subordinated Notes due 2012
for any and all of its outstanding
7 3/4% Series A Senior Subordinated Notes due 2012
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON _________ ______, 2003,
UNLESS THE OFFER IS EXTENDED
To U.S. Bank National Association
(the "Exchange Agent")
By Registered or Certified Mail: By Overnight Mail or Hand:
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
180 East Fifth Street 180 East Fifth Street
St. Paul, MN 55101 St. Paul, MN 55101
Attention: Specialized Finance Attention: Specialized Finance
By Facsimile Transmission
(for Eligible Institutions Only):
(651) 244-1537
Confirm: (651) 244-1197
Attention: Specialized Finance
Delivery of this instrument to an address other than as set forth above
or transmission of instructions via a facsimile number other than the ones
listed above will not constitute a valid delivery. The instructions accompanying
this Letter of Transmittal should be read carefully before this Letter of
Transmittal is completed.
The undersigned hereby acknowledges receipt of the Prospectus dated
_______ ___, 2003 (the "Prospectus") of Allbritton Communications Company (the
"Company") and this Letter of Transmittal, which together constitute the
Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of
its 7 3/4% Series B Senior Subordinated Notes due 2012 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part, for each $1,000 principal amount of its outstanding 7 3/4% Series A
Senior Subordinated Notes due 2012 (the "Initial Notes"). The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on _______ _____, 2003, unless
the Company, in its sole discretion, extends the Exchange Offer, in which case
the term shall mean the latest date and time to which the Exchange Offer is
extended.
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YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Initial Notes to which this Letter of Transmittal
relates. If the space indicated below is inadequate, the Certificate Numbers and
Principal amounts should be listed on a separately signed schedule affixed
hereto.
DESCRIPTION OF NOTES TENDERED HEREBY
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Aggregate Principal
Amount Principal
Name(s) and Address(es) of Registered Holder(s) Registration Represented by Amount
(Please fill in) Numbers* Initial Notes Tendered**
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Total
* Need not be completed by book-entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered
the full aggregate principal amount represented by such Initial Notes.
All tenders must be in integral multiples of $1,000.
This Letter of Transmittal is to be used (i) if certificates of Initial
Notes are to be forwarded herewith, (ii) if delivery of Initial Notes is to be
made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company, pursuant to the procedures set forth in "Exchange
Offer -- Procedures for Tendering" in the Prospectus or (iii) tender of the
Initial Notes is to be made according to the guaranteed delivery procedures
described in the Prospectus under the caption "Exchange Offer -- Guaranteed
Delivery Procedures." See Instruction 2. Delivery of documents to a book-entry
transfer facility does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Initial Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder, or any person whose Initial Notes are held of record by The Depository
Trust Company who desires to deliver such Initial Notes by book-entry transfer
at The Depository Trust Company. The undersigned has completed, executed and
delivered this Letter of Transmittal to indicate the action the undersigned
desires to take with respect to the Exchange Offer. Holders who wish to tender
their Initial Notes must complete this letter in its entirety.
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[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution __________________________________________________
[ ] The Depository Trust Company
Account Number__________________________________________________________________
Transaction Code Number ________________________________________________________
Holders whose Initial Notes are not immediately available or who cannot
deliver their Initial Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date must tender their Initial
Notes according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "Exchange Offer -- Guaranteed Delivery Procedures." See
Instruction 2.
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) __________________________________________________
Name of Eligible Institution that Guaranteed Delivery _________________________
If delivered by book-entry transfer:
Account Number _________________________________________________________
Transaction Code Number ________________________________________________
[ ] 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 ________________________________________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of the Initial
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of such Initial Notes tendered hereby, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Initial Notes as are being tendered
hereby, including all rights to accrued and unpaid interest thereon as of the
Expiration Date. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that said Exchange Agent acts as the agent of the Company
in connection with the Exchange Offer) to cause the Initial Notes to be
assigned, transferred and exchanged. The undersigned represents and warrants
that it has full power and authority to tender, exchange, assign and transfer
the Initial Notes and to acquire Exchange Notes issuable upon the exchange of
such tendered Initial Notes, and that when the same are accepted for exchange,
the Company will acquire good and unencumbered title to the tendered Initial
Notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim.
The undersigned represents to the Company that (i) the Exchange Notes
acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the undersigned, and (ii) neither the undersigned nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Exchange Notes. If the undersigned or the person
receiving the Exchange Notes covered hereby is a broker-dealer that is receiving
the Exchange Notes for its own account in exchange for Initial Notes that were
acquired as a result of market-making activities or other trading activities,
the undersigned acknowledges that it or such other person will deliver a
prospectus 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.
The undersigned and any such other person acknowledge that, if they are
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes, (i) they cannot rely on the position of the staff of the Securities and
Exchange Commission enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) or
similar no-action letters and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with the resale transaction and (ii) failure to
comply with such requirements in such instance could result in the undersigned
or any such other person incurring liability under the Securities Act for which
such persons are not indemnified by the Company. If the undersigned or the
person receiving the Exchange Notes covered by this letter is an affiliate (as
defined under Rule 405 of the Securities Act) of the Company, the undersigned
represents to the Company that the undersigned understands and acknowledges that
such Exchange Notes may not be offered for resale, resold or otherwise
transferred by the undersigned or such other person without registration under
the Securities Act or an exemption therefrom.
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The undersigned also 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
tendered Initial Notes or transfer ownership of such Initial Notes on the
account books maintained by a book-entry transfer facility. The undersigned
further agrees that acceptance of any tendered Initial 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 and that the Company shall have no further obligations or liabilities
thereunder for the registration of the Initial Notes or the Exchange Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "Exchange Offer -- Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived, in whole
or in part, by the Company), as more particularly set forth in the Prospectus,
the Company may not be required to exchange any of the Initial Notes tendered
hereby and, in such event, the Initial Notes not exchanged will be returned to
the undersigned at the address shown below the signature of the undersigned.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Tendered Initial Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date.
Unless otherwise indicated in the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all Exchange Notes delivered in exchange for
tendered Initial Notes, and any Initial Notes delivered herewith but not
exchanged, will be registered in the name of the undersigned and shall be
delivered to the undersigned at the address shown below the signature of the
undersigned. If an Exchange Note is to be issued to a person other than the
person(s) signing this Letter of Transmittal, or if the Exchange Notes is to be
mailed to someone other than the person(s) signing this Letter of Transmittal or
to the person(s) signing this Letter of Transmittal at an address different than
the address shown on this Letter of Transmittal, the appropriate boxes of this
Letter of Transmittal should be completed. If Initial Notes are surrendered by
Holder(s) that have completed either the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, signature(s) on this Letter of Transmittal must be guaranteed by
an Eligible Institution (defined in Instruction 4).
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SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the To be completed ONLY
Exchange Notes are to be issued if the Exchange Notes are to
in the name of someone other be sent to someone other
than the undersigned. Issue than the undersigned, or to
Exchange Notes to: the undersigned at an
address other than that shown
under "Description of
Debentures Tendered Hereby."
Mail Exchange Notes to:
Name: ______________________________
Name: ____________________________
Address: ____________________________
Address: __________________________
_____________________________
(Please print or type) __________________________
(Please print or type)
REGISTERED HOLDER(S) OF INITIAL NOTES SIGN HERE
(In addition, complete Substitute Form W-9 Below)
X ______________________________________________________________________________
X ______________________________________________________________________________
(Signature(s) of Registered Holder(s))
Must be signed by registered holder(s) exactly as name(s) appear(s) on
the Initial Notes or on a security position listing as the owner of the Initial
Notes or by person(s) authorized to become registered holder(s) by properly
completed bond powers transmitted herewith. If signature is by attorney-in-fact,
trustee, executor, administrator, guardian, officer of a corporation or other
person acting in a fiduciary capacity, please provide the following information
(Please print or type):
Name and Capacity (full title):_____________________________________________
Address (including zip):___________________________________________________
Area Code and Telephone Number: ____________________________________________
Dated:
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Signature Guarantee (If required - See Instruction 4)
Authorized Signature: ______________________________________________________
(Signature of Representative of Signature Guarantor)
Name and Title:_____________________________________________________________
Name of Firm:_______________________________________________________________
Area Code and Telephone Number:_____________________________________________
(Please print or type)
Dated:
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PAYER'S NAME: U.S. Bank National Association
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Part 1 - Please provide your TIN in the box Social Security Number or
at right and certify by signing and dating Employer Identification
below. Number
_________________________
Substitute Part 2 - Certifications - Under penalties of
Form W-9 perjury, I certify that:
Department of the Treasury
Internal Revenue Service (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
Payor's Request for Taxpayer (2) I am not subject to backup withholding
Identification Number ("TIN") 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 failure to report all interest or
dividends, or (c) the IRS has notified me that
I am no longer subject to backup withholding.
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 of underreporting
interest or dividends on your tax return.
However, if after being notified by the IRS
that you are subject to backup withholding,
you received another notification from the IRS
that you are no longer subject to backup
withholding, do not cross out such item (2).
THE INTERNAL REVENUE SERVICES DOES NOT REQUIRE
YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATIONS REQUIRED TO
AVOID BACKUP WITHHOLDING.
Signature ______________________________ Part 3
Name (please print) _____________________
Address (please print) _________________ Awaiting TIN [ ]
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Date
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF ANY INTEREST OR OTHER REPORTABLE PAYMENTS MADE
TO YOU WITH RESPECT TO EXCHANGE NOTES EXCHANGED PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN PART 3
OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, backup
withholding will apply to all reportable payments made to me thereafter until I
provide a number. Moreover, I understand that during this 60-day period, the
applicable backup withholding rate (currently 30%) will be withheld on all
reportable payments commencing 7 business days after the payor receives this
Certificate of Awaiting Taxpayer Identification Number and terminating on the
date I provide a certified TIN to the payor.
Signature ____________________________ Date _____________________
Name (please print) ________________________________________________________
Address (please print) ______________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
All physically delivered Initial Notes or confirmation of any book-entry
transfer to the Exchange Agent's account at a book-entry transfer facility of
Initial Notes tendered by book-entry transfer, as well as a properly completed
and duly executed copy of this Letter of Transmittal or facsimile thereof, and
any other documents required by this Letter of Transmittal, must be received by
the Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date (as defined in the Prospectus). The method of delivery of this
Letter of Transmittal, the Initial Notes and any other required documents is at
the election and risk of the Holder, and except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
If such delivery is by mail, it is suggested that registered mail with return
receipt requested, properly insured, be used.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Initial Notes for exchange.
Delivery to an address other than as set forth herein, or instructions via a
facsimile number other than the ones set forth herein, will not constitute a
valid delivery.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Initial
Notes, but whose Initial Notes are not immediately available and thus cannot
deliver their Initial Notes, the Letter of Transmittal or any other required
documents to the Exchange Agent (or comply with the procedures for book-entry
transfer) prior to the Expiration Date, may effect a tender if:
(a) the tender is made through a member firm of a registered
national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (an "Eligible Institution");
(b) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail
or hand delivery) setting forth the name and address of the
Holder, the registration number(s) of such Initial Notes and the
principal amount of Initial Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within three
New York Stock Exchange trading days after the Expiration Date,
the Letter of Transmittal (or facsimile thereof), together with
the Initial Notes (or a confirmation of book-entry transfer of
such Initial Notes into the Exchange Agent's account at the
Book-Entry Transfer
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Facility) and any other documents required by the Letter of
Transmittal, will be deposited by the Eligible Institution with
the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as all tendered Initial Notes in
proper form for transfer (or a confirmation of book-entry
transfer of such Initial Notes into the Exchange Agent's account
at the Book-Entry Transfer Facility) and all other documents
required by the Letter of Transmittal, are received by the
Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will
be sent to Holders who wish to tender their Initial Notes according to the
guaranteed delivery procedures set forth above. Any Holder who wishes to tender
Initial Notes pursuant to the guaranteed delivery procedures described above
must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
relating to such Initial Notes prior to the Expiration Date. Failure to complete
the guaranteed delivery procedures outlined above will not, of itself, affect
the validity or effect a revocation of any Letter of Transmittal form properly
completed and executed by a Holder who attempted to use the guaranteed delivery
procedures.
3. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Initial Notes evidenced by a
submitted certificate is tendered, the tendering Holder should fill in the
principal amount tendered in the column entitled "Principal Amount Tendered" of
the box entitled "Description of Initial Notes Tendered Hereby." A newly issued
Initial Notes for the principal amount of Initial Notes submitted but not
tendered will be sent to such Holder as soon as practicable after the Expiration
Date. All Initial Notes delivered to the Exchange Agent will be deemed to have
been tendered in full unless otherwise indicated.
Initial Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date,
after which tenders of Initial Notes are irrevocable. To be effective, a
written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Exchange Agent. Any such notice of withdrawal must (i)
specify the name of the person having deposited the Initial Notes to be
withdrawn (the "Depositor"), (ii) identify the Initial Notes to be withdrawn
(including the registration number(s) and principal amount of such Initial
Notes, or, in the case of Initial Notes transferred by book-entry transfer, the
name and number of the account at the Book-Entry Transfer Facility to be
credited), (iii) be signed by the Holder in the same manner as the original
signature on this Letter of Transmittal (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Trustee with respect to the Initial Notes register the transfer of such Initial
Notes into the name of the person withdrawing the tender and (iv) specify the
name in which any such Initial Notes are to be registered, if different from
that of the Depositor. A purported notice of withdrawal that lacks any of the
required information will not be an effective withdrawal of a tender previously
made. All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, whose determination
shall be final and binding on all parties. Any Initial Notes so withdrawn will
be
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deemed not to have been validly tendered for purposes of the Exchange Offer, and
no Exchange Notes will be issued with respect thereto unless the Initial Notes
so withdrawn are validly retendered. Any Initial Notes that have been tendered
but that are not accepted for exchange will be returned to the Holder thereof
without cost to such Holder as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer.
4. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered Holder(s) of
the Initial Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificates without alteration or
enlargement or any change whatsoever. If this Letter of Transmittal is signed by
a participant in the Book-Entry Transfer Facility, the signature must correspond
with the name as it appears on the security position listing as the owner of the
Initial Notes.
If any of the Initial Notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Initial Notes registered in different names are tendered,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal as there are different registrations of Initial
Notes.
Signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an Eligible Institution unless the
Initial Notes tendered hereby are tendered (i) by a registered Holder who has
not completed the box entitled "Special Registration Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or
Holders of Initial Notes (which term, for the purposes described herein, shall
include a participant in the Book-Entry Transfer Facility whose name appears on
a security listing as the owner of the Initial Notes) listed and tendered
hereby, no endorsements of the tendered Initial Notes or separate written
instruments of transfer or exchange are required. In any other case, the
registered Holder (or acting Holder) must either properly endorse the Initial
Notes or transmit properly completed bond powers with this Letter of Transmittal
(in either case, executed exactly as the name(s) of the registered Holder(s)
appear(s) on the Initial Notes, and, with respect to a participant in the
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Initial Notes, exactly as the name of the participant appears on
such security position listing), with the signature on the Initial Notes or bond
power guaranteed by an Eligible Institution (except where the Initial Notes are
tendered for the account of an Eligible Institution).
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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
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indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering Holders should indicate, in the applicable box, the name and
address (or account at the Book-Entry Transfer Facility) in which the Exchange
Notes or substitute Initial Notes for principal amounts not tendered or not
accepted for exchange are to be issued (or deposited), if different from the
names and addresses or accounts of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification number or social security number of the person named must also be
indicated and the tendering Holder should complete the applicable box.
If no instructions are given, the Exchange Notes (and any Initial Notes
not tendered or not accepted) will be issued in the name of and sent to the
acting Holder of the Initial Notes or deposited at such Holder's account at the
Book-Entry Transfer Facility.
6. TRANSFER TAXES
The Company shall pay all transfer taxes, if any, applicable to the
transfer and exchange of Initial Notes to it or its order pursuant to the
Exchange Offer. If a transfer tax is imposed for any other reason other than the
transfer and exchange of Initial Notes to the Company or its order pursuant to
the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered Holder or any other person) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exception therefrom
is not submitted herewith, 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 stamps to be affixed to the Initial Notes listed in this Letter of
Transmittal.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or in part,
any of the conditions to the Exchange Offer set forth in the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.
Any Holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. 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 of Transmittal, may be
directed to the Exchange Agent at the address and telephone number(s) set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this
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Letter of Transmittal, may be directed to the Company at 808 Seventeenth Street,
N.W., Suite 300, Washington, D.C. 20006-3903, Attention: Chief Financial Officer
(telephone: (202) 789-2130).
10. VALIDITY AND FORM.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Initial Notes and withdrawal of tendered
Initial Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Initial Notes not properly tendered or any Initial Notes
the Company's acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Initial Notes. The
Company's interpretation 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. Unless waived, any defects or irregularities in
connection with tenders of Initial Notes must be cured within such time as the
Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of Initial Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Initial Notes will not be deemed
to have been made until such defects or irregularities have been cured or
waived. Any Initial 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 as soon
as practicable following the Expiration Date.
11. BACKUP WITHHOLDING, SUBSTITUTE FORM W-9
Under the U.S. federal income tax law, a Holder whose tendered Initial
Notes are accepted for exchange and who receives interest on Exchange Notes is
required to provide the payor of interest with such Holder's correct taxpayer
identification number ("TIN") on the Substitute Form W-9 or otherwise establish
a basis for exemption from backup withholding. If the payor is not provided with
the correct TIN, the Internal Revenue Service (the "IRS") may subject the Holder
or the payee to a $50 penalty. In addition, interest payments to such Holders or
other payees with respect to Exchange Notes exchanged pursuant to the Exchange
Offer may be subject to backup withholding.
The box in Part 3 of Substitute Form W-9 may be checked if the tendering
Holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked, the Holder or
other payee must also complete the certifications in Part 2 and the Certificate
of Awaiting Taxpayer Identification Number in order to avoid backup withholding.
If the Certificate of Awaiting Taypayor Identification Number is completed and
the payor not provided with a TIN within 60 days, the payor will withhold the
applicable backup withholding rate on all reportable payments until a TIN is
provided to the payor. During this 60-day period, notwithstanding that the box
in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification
Number is completed, the payor will withhold the applicable backup withholding
rate on all reportable payments made after 7 business days after the payor
receives the form unless the Holder has provided the payor with a properly
certified TIN by the date the payment is made. For reportable payments made
during calendar year 2003, the applicable backup withholding rate is 30%
The Holder is required to give the payor the TIN (e.g., social security
number or employer identification number) of the person or entity that will be
the registered owner of the
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Exchange Notes. If the Exchange Notes are to be registered in more than one name
or are not in the name of the actual owner, consult the instructions to IRS Form
W-9, which may be obtained from the Exchange Agent, for additional guidance on
which TIN to report.
Certain Holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such Holders should nevertheless
complete the Substitute Form W-9, and write "exempt" on the face thereof, to
avoid possible erroneous backup withholding. A foreign person may qualify as an
exempt recipient by submitting a properly completed IRS Form W-8BEW, W-8ECI,
W-8EXP, or W-8IMY, as applicable, signed under penalties of perjury, attesting
to that Holder's exempt status. Please consult the instructions to IRS From W-9,
which may be obtained from the Exchange Agent, for additional guidance on which
Holders are exempt from backup withholding. Holders are urged to consult their
own tax advisors to determine whether they are exempt.
Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of a person 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 applied for.
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together
with Initial Notes or confirmation of book-entry transfer and all other required
documents) or a Notice of Guaranteed Delivery must be received by the Exchange
Agent on or prior to the Expiration Date.
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