Exhibit 99(a)
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________,
1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
ICF KAISER INTERNATIONAL, INC.
9300 Lee Highway
Fairfax, Virginia 22031
LETTER OF TRANSMITTAL
To Exchange 12% Senior Notes due 2003, Series A,
For 12% Senior Notes due 2003, Series B,
That Have Been Registered Under the Securities Act of 1933, As Amended
Exchange Agent:
BANKERS TRUST COMPANY
---------------------
To: Bankers Trust Company
--------------------------
Facsimile Transmission: (212) 250-6961 or (212) 250-6392
Confirm by telephone to: (800) 735-7777
By Mail:
Bankers Trust Company
Corporate Trust and Agency Group
Reorganization Department
P.O. Box 1458
Church Street Station
New York, New York 10008-1458
By Hand/Overnight Delivery:
Bankers Trust Company
Receipt & Delivery Window
123 Washington Street, 1st Floor
New York, New York 10006
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated _______, 1997 (the
"Prospectus") of ICF Kaiser International, Inc., a Delaware corporation (the
"Company"), and this Letter of Transmittal for 12% Senior Notes due 2003, Series
A, which may be amended from time to time (this "Letter"), which together
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its 12% Senior Notes due 2003, Series B (the "Exchange
Notes"), for each $1,000 in principal amount of its outstanding 12% Senior Notes
due 2003, Series A (the "Old Notes"), that were issued and sold in a transaction
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act").
The undersigned has completed, executed and delivered this Letter to indicate
the action he or she desires to take with respect to the Exchange Offer.
All holders of Old Notes who wish to tender their Old Notes must, prior to the
Expiration Date: (1) complete, sign, date and deliver this Letter, or a
facsimile thereof, to the Exchange Agent, in person or to the address set forth
above; and (2) tender his or her Old Notes or, if a tender of Old Notes is to be
made by book-entry transfer to the account maintained by the Exchange Agent at
The Depository Trust Company (the "Book-Entry Transfer Facility"), confirm such
book-entry transfer (a "Book-Entry Confirmation"), in each case in accordance
with the procedures for tendering described in the instructions to this Letter.
Holders of Old Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or Book-Entry Confirmation and all
other documents required by this Letter to be delivered to the Exchange Agent on
or prior to the Expiration Date, must tender their Old Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange Offer -
- - How to Tender" in the Prospectus. (See Instruction 1).
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Old Notes validly tendered and not withdrawn and the
issuance of the Exchange Notes will be made on the Exchange Date. For the
purposes of the Exchange Offer, the Company shall be deemed to have accepted for
exchange validly tendered Old Notes when, as and if the Company has given
written notice thereof to the Exchange Agent.
The Instructions included with this Letter must be followed in their entirety.
Questions and requests for assistance or for additional copies of the Prospectus
or this Letter may be directed to the Exchange Agent, at the address listed
above, or to Paul Weeks, II, Senior Vice President, General Counsel and
Secretary of the Company, 9300 Lee Highway, Fairfax, Virginia 22031, at (703)
934-3600.
-2-
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have the
respective meanings ascribed to them in the Prospectus.
List in Box 1 below the Old Notes of which you are the holder. If the space
provided in Box 1 is inadequate, list the certificate numbers and principal
amount of Old Notes on a separate signed schedule and affix that schedule to
this Letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
----------------------------------------
Principal
Name(s) and Address(es) of Amount of
Registered Holder(s) Certificate Principal Amount Old Notes
(Please fill in if blank) Number(s) (1) of Old Notes Tendered (2)
- -------------------------- ------------- ---------------- ------------
Totals:
(1) Need not be completed if Old Notes are being tendered by book-entry
transfer.
(2) Unless otherwise indicated, the entire principal amount of Old Notes
represented by a certificate or Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered.
-3-
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned 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 with this Letter, the undersigned exchanges, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to the Old Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his or her agent
and attorney-in-fact (with full knowledge that the Exchange Agent also acts as
the agent of the Company) with respect to the tendered Old Notes, with full
power of substitution, to: (a) deliver certificates for such Old Notes; (b)
deliver Old Notes and all accompanying evidence of transfer and authenticity to
or upon the order of the Company upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to which the undersigned is entitled
upon the acceptance by the Company of the Old Notes tendered under the Exchange
Offer; and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Old Notes, all in accordance with the terms of the
Exchange Offer. The power of attorney granted in this paragraph shall be deemed
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full power and
authority to tender, exchange, assign and transfer the Old Notes tendered hereby
and that the Company will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the assignment and transfer of the Old Notes tendered.
The undersigned agrees that acceptance of any tendered Old Notes by the Company
and the issuance of Exchange Notes (together with the guarantees of the
Subsidiary Guarantors (as defined in the Prospectus) with respect thereto) in
exchange therefor shall constitute performance in full by the Company of its
obligations under the Registration Rights Agreement (as defined in the
Prospectus) and that, upon the issuance of the Exchange Notes, the Company will
have no further obligations or liabilities thereunder (except in certain limited
circumstances). By tendering Old Notes, the undersigned certifies (a) that it
is not an "affiliate" of the Company within the meaning of the Securities Act
(an "Affiliate"), that it is not a broker-dealer that owns Old Notes acquired
directly from the Company or an Affiliate, that it is acquiring the Exchange
Notes offered hereby in the ordinary course of the undersigned's business and
that the undersigned has no arrangement with any person to participate in the
distribution of such Exchange Notes; (b) that it is an Affiliate of the Company
or of the Initial Purchaser of the Old Notes and that it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable to it; or (c) that it is a Participating Broker-Dealer (as
defined in the Registration Rights Agreement) and that it will deliver a
prospectus in connection with any resale of the Exchange Notes. By tendering
Old Notes and executing this Letter of Transmittal, the undersigned further
certifies that it is not engaged in and does not intend to engage in a
distribution of the Exchange Notes.
The undersigned acknowledges that, if it is a broker-dealer that will receive
Exchange Notes for its own account, it will deliver a prospectus in connection
with any resale of such Exchange Notes. By so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned understands that the Company may accept the undersigned's tender
by delivering written notice of acceptance to the Exchange Agent, at which time
the undersigned's right to withdraw such tender will terminate.
The undersigned understands that the Exchange Notes will bear interest from
December 31, 1996, and waives the right to receive any payment in respect of
interest on the Old Notes accrued from December 31, 1996 to the date of issuance
of the Exchange Notes.
-4-
All authority conferred or agreed to be conferred by this Letter shall survive
the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
legal representatives, successors, assigns, executors and administrators.
Tenders may be withdrawn only in accordance with the procedures set forth in the
Instructions contained in this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below, the
Exchange Agent will deliver Exchange Notes (and, if applicable, a certificate
for any Old Notes not tendered but represented by a certificate also
encompassing Old Notes that are tendered) to the undersigned at the address set
forth in Box 1.
The undersigned acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any conflict between
the terms of the Prospectus and this Letter, the Prospectus shall prevail.
____
/___ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
-----------------------------------------
Account Number:
--------------------------------------------------------
Transaction Code Number:
-----------------------------------------------
____
/___ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
----------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------
Window Ticket Number (if available):
-----------------------------------
Name of Institution that Guaranteed Delivery:
--------------------------
-5-
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT OLD NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
This box must be signed by registered holder(s) of Old Notes as their name(s)
appear(s) on certificate(s) for Old Notes, or by person(s) authorized to become
registered holder(s) by endorsement and documents transmitted with this Letter.
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. (See Instruction 3).
X
-------------------------------------------------
X
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Signature(s) of Owner(s) or Authorized Signatory
Date:____________________, 1997
Name(s):______________________________________
(Please Print)
Capacity:
Address: (Include Zip Code)
Area Code and Telephone No.:
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (See Instruction 4)
Certain Signatures Must be Guaranteed by an Eligible Institution
(Name of Eligible Institution Guaranteeing Signatures)
(Address (including zip code) and Telephone Number (including area code) of
Firm)
(Authorized Signature)
(Title)
(Printed Name)
Date: , 1997
-6-
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYOR'S NAME:
-----------------------------------
Part 1 Social Security Number or Employer
Identification Number
PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT AND CERTIFY ________________
BY SIGNING AND DATING BELOW /________________/
SUBSTITUTE Form W-9 Part 2 [_]
Department of the
Treasury, Internal Check the box if you are NOT subject to back-up
Revenue Service withholding under the provisions of Section
2406(a)(1)(C) of the Internal Revenue Code
because (1) you have not been notified that you
are subject to back-up withholding as a result
of failure to report all interest or dividends
or (2) the Internal Revenue Service has
notified you that you are no longer subject to
back-up withholding.
Payor's Request for Part 3 [_]
Taxpayer Identification
Number (TIN) Check if Awaiting TIN
CERTIFICATION UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT THE INFORMATION PROVIDED ON THIS
FORM IS TRUE, CORRECT AND COMPLETE.
Signature: ____________________ Date: ________
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 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 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
- ------------------------------- --------------------------------------
Signature Date
-7-
BOX 4 BOX 5
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
certificates for Old Notes in a Old Notes in a principal amount not
principal amount not exchanged, exchanged, or Exchange Notes, are to be
or Exchange Notes, are to be sent to someone other than the person
issued in the name of someone whose signature appears in Box 2 or to an
other than the person whose address other than that shown in Box 1.
signature appears in Box 2, or
if Old Notes delivered by
book-entry transfer that are
not accepted for exchange are
to be returned by credit to an
account maintained at the
Book-Entry Transfer Facility
other than the account
indicated above.
Issue and deliver: Deliver:
(check appropriate boxes) (check appropriate boxes)
[_] Old Notes not tendered [_] Old Notes not tendered
[_] Exchange Notes, to: [_] Exchange Notes, to:
(Please Print) (Please Print)
Name: Name:
-------------------------- -----------------------------------
Address: Address:
----------------------- --------------------------------
- ------------------------------- ----------------------------------------
- ------------------------------- ----------------------------------------
Please complete the Substitute Please complete the Substitute Form W-9
Form W-9 at Box 3. at Box 3.
Tax I.D. or Social Security Number: Tax I.D. or Social Security Number:
-8-
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter and Certificates. Certificates for Old Notes or a
----------------------------------------
Book-Entry Confirmation, as the case may be, as well as a properly completed and
duly executed copy of this Letter and any other documents required by this
Letter, must be received by the Exchange Agent at one of its addresses set forth
herein on or before the Expiration Date. The method of delivery of this Letter,
certificates for Old Notes or a Book-Entry Confirmation, as the case may be,
and any other required documents is at the election and risk of the tendering
holder, but except as otherwise provided below, the delivery will be deemed made
when actually received by the Exchange Agent. If delivery is by mail, the use
of registered mail with return receipt requested, properly insured, is
suggested.
If tendered Old Notes are registered in the name of the signer of this Letter
and the Exchange Notes to be issued in exchange therefor are to be issued (and
any untendered Old Notes are to be reissued) in the name of the registered
holder, the signature of such signer need not be guaranteed. In any other case,
the tendered Old Notes must be endorsed or accompanied by written instruments of
transfer in form satisfactory to the Company and duly executed by the registered
holder and the signature on the endorsement or instrument of transfer must be
guaranteed by a bank, broker, dealer, credit union, savings association,
clearing agency or other institution (each an "Eligible Institution") that is a
member of a recognized signature guarantee medallion program within the meaning
of Rule 17Ad-15 under the Exchange Act. If the Exchange Notes and/or Old Notes
not exchanged are to be delivered to an address other than that of the
registered holder appearing on the note register for the Old Notes, the
signature on this Letter must be guaranteed by an Eligible Institution.
Any beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
Old Notes should contact such holder promptly and instruct such holder to tender
Old Notes on such beneficial owner's behalf. If such beneficial owner wishes to
tender such Old Notes itself, such beneficial owner must, prior to completing
and executing the Letter of Transmittal and delivering such Old Notes, either
make appropriate arrangements to register ownership of the Old Notes in such
beneficial owner's name or follow the procedures described in the immediately
preceding paragraph. The transfer of record ownership may take considerable
time.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes or a Book-Entry Confirmation, as the case may be, and all other
required documents to the Exchange Agent on or before the Expiration Date may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in the Prospectus. Pursuant to such procedures: (i) tender must be made by or
through an Eligible Institution; (ii) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by telegram, telex,
facsimile transmission, mail or hand delivery) (x) setting forth the name and
address of the holder, the description of the Old Notes and the principal amount
of Old Notes tendered, (y) stating that the tender is being made thereby and (z)
guaranteeing that, within five New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery, this Letter together
with the certificates representing the Old Notes or a Book-Entry Confirmation,
as the case may be, and any other documents required by this Letter will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) the
certificates for all tendered Old Notes or a Book-Entry Confirmation, as the
case may be, as well as all other documents required by this Letter, must be
received by the Exchange Agent within five New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in the Prospectus under the caption "The Exchange Offer--How to
Tender."
The method of delivery of Old Notes and all other documents is at the election
and risk of the holder. If sent by mail, it is recommended that registered
mail, return receipt requested, be used, proper insurance be obtained, and the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent on or before the Expiration Date.
-9-
Unless an exemption applies under the applicable law and regulations concerning
"backup withholding" of federal income tax, the Exchange Agent will be required
to withhold, and will withhold, 31% of the gross proceeds otherwise payable to a
holder pursuant to the Exchange Offer if the holder does not provide his or her
taxpayer identification number (social security number or employer
identification number) and certify that such number is correct. Each tendering
holder should complete and sign the main signature form and the Substitute Form
W-9 included as part of this Letter, so as to provide information and
certification necessary to avoid backup withholding, unless an applicable
exemption exists and is proved in a manner satisfactory to the Company and the
Exchange Agent.
If a holder desires to accept the Exchange Offer and time will not permit a
Letter of Transmittal or Old Notes to reach the Exchange Agent before the
Expiration Date, a tender may be effected if the Exchange Agent has received at
its office listed on the front of this letter on or prior to the Expiration Date
a letter, telegram or facsimile transmission from an Eligible Institution
setting forth the name and address of the tendering holder, the principal amount
of the Old Notes being tendered, the names in which the Old Notes are registered
and, if possible, the certificate number of the Old Notes to be tendered, and
stating that the tender is being made thereby and guaranteeing that within five
New York Stock Exchange trading days after the date of execution of such letter,
telegram or facsimile transmission by the Eligible Institution, the Old Notes,
in proper form for transfer, will be delivered by such Eligible Institution
together with a properly completed and duly executed Letter of Transmittal (and
any other required documents). Unless Old Notes being tendered by the above-
described method (or a timely Book-Entry Confirmation) are deposited with the
Exchange Agent within the time period set forth above (accompanied or preceded
by a properly completed Letter of Transmittal and any other required documents),
the Company may, at its option, reject the tender. Copies of a Notice of
Guaranteed Delivery which may be used by Eligible Institutions for the purposes
described in this paragraph are available from the Exchange Agent.
A tender will be deemed to have been received as of the date when the tendering
holder's properly completed and duly signed Letter of Transmittal accompanied by
the Old Notes (or a timely Book-Entry Confirmation) is received by the Exchange
Agent. Issuances of Exchange Notes in exchange for Old Notes tendered pursuant
to a Notice of Guaranteed Delivery or letter, telegram or facsimile transmission
to similar effect (as provided above) by an Eligible Institution will be made
only against deposit of the Letter of Transmittal (and any other required
documents) and the tendered Old Notes (or a timely Book-Entry Confirmation).
All questions as to the validity, form, eligibility (including time of receipt),
acceptance and withdrawal of tendered Old Notes will be determined by the
Company, whose determination will be final and binding. The Company reserves
the absolute right to reject any or all tenders that are not in proper form or
the acceptance of which, in the opinion of the Company's counsel, would be
unlawful. The Company also reserves the right to waive any irregularities or
conditions of tender as to particular Old Notes. All tendering holders, by
execution of this Letter, waive any right to receive notice of acceptance of
their Old Notes. The Company's interpretation of the terms and conditions of
the Exchange Offer (including the Letter of Transmittal and the instructions
thereto) will be final and binding.
Neither the Company, the Exchange Agent nor any other person shall be obligated
to give notice of defects or irregularities in any tender, nor shall any of them
incur any liability for failure to give any such notice.
2. Partial Tenders; Withdrawals. If less than the entire principal amount of
----------------------------
any Old Note evidenced by a submitted certificate or by a Book-Entry
Confirmation is tendered, the tendering holder must fill in the principal amount
tendered in the fourth column of Box 1 above. All of the Old Notes represented
by a certificate or by a Book-Entry Confirmation delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. A certificate
for Old Notes not tendered will be sent to the holder, unless otherwise provided
in Box 5, as soon as practicable after the Expiration Date, in the event that
less than the entire principal amount of Old Notes represented by a submitted
certificate is tendered (or, in the case of Old Notes tendered by book-entry
transfer, such non-exchanged Old Notes will be credited to an account maintained
by the holder with the Book-Entry Transfer Facility).
-10-
If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn
prior to the Expiration Date. For a withdrawal to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
Exchange Agent at its address set forth on the back cover of the Prospectus
prior to the Expiration Date. Any such notice of withdrawal must specify the
person named in the Letter of Transmittal as having tendered Old Notes to be
withdrawn, the certificate numbers of Old Notes to be withdrawn, the principal
amount of Old Notes to be withdrawn, a statement that such holder is withdrawing
its election to have such Old Notes exchanged, and the name of the registered
holder of such Old Notes, and must be signed by the holder in the same manner as
the original signature on the Letter of Transmittal (including any required
signature guarantees) or be accompanied by evidence satisfactory to the Company
that the person withdrawing the tender has succeeded to the beneficial ownership
of the Old Notes being withdrawn. The Exchange Agent will return the properly
withdrawn Old Notes promptly following receipt of notice of withdrawal. All
questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by the Company, and such determination will be final
and binding on all parties.
3. Signatures on this Letter; Assignments; Guarantee of Signatures. If this
---------------------------------------------------------------
Letter is signed by the holder(s) of Old Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of the certificate(s)
for such Old Notes, without alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned by two or more joint owners,
all owners must sign this Letter. If any tendered Old Notes are held 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 names in which
certificates are held.
If this Letter is signed by the holder of record and (i) the entire principal
amount of the holder's Old Notes are tendered; and/or (ii) untendered Old Notes,
if any, are to be issued to the holder of record, then the holder of record need
not endorse any certificates for tendered Old Notes, nor provide a separate bond
power. In any other case, the holder of record must transmit a separate bond
power with this Letter.
If this Letter or any certificate or assignment is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to the
Company of their authority to so act must be submitted, unless waived by the
Company.
Signatures on this Letter must be guaranteed by an Eligible Institution, unless
Old Notes are tendered: (i) by a holder who has not completed the Box entitled
"Special Issuance Instructions" (Box 4) or "Special Delivery Instructions" (Box
5) on this Letter; or (ii) for the account of an Eligible Institution. In the
event that the signatures on this Letter or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantees must be by an eligible
guarantor institution that is a member of The Securities Transfer Agents
Medallion Program (STAMP), The New York Stock Exchange Medallion Signature
Program (MSP) or The Stock Exchanges Medallion Program (SEMP). If Old Notes are
registered in the name of a person other than the signer of this 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 Company, in its discretion, duly executed by the registered
holder with the signature thereon guaranteed by an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders should
------------------------------------------
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for Old Notes not exchanged are to be issued or
sent, if different from the name and address of the person signing this Letter.
In the case of issuance in a different name, the tax identification number of
the person named also must 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.
5. Tax Identification Number. Federal income tax law requires that a holder
-------------------------
whose tendered Old Notes are accepted for exchange must provide the Exchange
Agent (as payor) with his or her correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual, is his or her social
security number. If the
-11-
Exchange Agent is not provided with the correct TIN, the holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery
to the holder of the Exchange Notes pursuant to the Exchange Offer may be
subject to back-up withholding. (If withholding results in overpayment of
taxes, a refund may be obtained.) Exempt holders (including, among others, all
corporations and certain foreign individuals) are not subject to these back-up
withholding and reporting requirements. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (the
"Guidelines") for additional instructions.
Under federal income tax laws, payments that may be made by the Company on
account of Exchange Notes issued pursuant to the Exchange Offer may be subject
to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; (ii) the Internal Revenue Service has notified the holder that he or
she is no longer subject to back-up withholding; or (iii) in accordance with the
Guidelines, such holder is exempt from back-up withholding. If the Old Notes
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for information on which TIN to report.
6. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable
--------------
to the transfer of Old Notes to it or its order pursuant to the Exchange Offer.
If however, the Exchange Notes or certificates for Old Notes not exchanged are
to be delivered to, or are to be issued in the name of, any person other than
the record holder, or if tendered certificates are recorded in the name of any
person other than the person signing this Letter, or if a transfer tax is
imposed by any reason other than the transfer of Old Notes to the Company or its
order pursuant to the Exchange Offer, then the amount of such transfer taxes
(whether imposed on the record holder or any other person) will be payable by
the tendering holder. If satisfactory evidence of payment of taxes or exemption
from taxes is not submitted with this Letter, the amount of transfer taxes will
be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for transfer
tax stamps to be affixed to the certificates listed in this Letter.
7. Waiver of Conditions. The Company reserves the absolute the right to amend
--------------------
or waive any of the specified conditions in the Exchange Offer in the case of
any Old Notes tendered.
8. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder whose
-------------------------------------------------
certificates for Old Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above, for further
instructions.
9. Requests for Assistance or Additional Copies. Questions relating to the
--------------------------------------------
procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent.
IMPORTANT: This Letter (together with certificates representing tendered Old
Notes or a Book-Entry Confirmation and all other required documents) must be
received by the Exchange Agent on or before the Expiration Date (as defined in
the Prospectus).
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