EXHIBIT 99.1
VIACOM INC.
FORM OF LETTER OF TRANSMITTAL FOR THE
OFFER TO EXCHANGE
Unregistered 6.40% Senior Notes due 2006
($400,000,000 aggregate principal amount outstanding issued May 17, 2001)
for
6.40% Senior Notes due 2006
that have been registered under the Securities Act of 1933
and
Unregistered 6.625% Senior Notes due 2011
($1,000,000,000 aggregate principal amount outstanding issued May 17, 2001)
for
6.625% Senior Notes due 2011
that have been registered under the Securities Act of 1933
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Unconditionally guaranteed as to payment of principal
and interest by Viacom International Inc.
(a wholly owned subsidiary of Viacom Inc.)
---------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2001
(THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED BY VIACOM IN ITS
SOLE DISCRETION.
TENDERS OF UNREGISTERED SENIOR SECURITIES MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Deliver To:
Principal Exchange Agent: Luxembourg Exchange Agent:
Citibank, N.A. Kredietbank S.A. Luxembourgeoise
111 Wall Street, 15th Floor 43, Boulevard Royal
New York, New York 10005 L-2955 Luxembourg
Attn: Agency & Trust Services Attn: Corporate Trust and Agencies
Telephone: (800) 422-2066 Telephone: (352) 47 97 3933
Facsimile: (212) 825-3483 Facsimile: (352) 47 97 73 951
Delivery of this letter of transmittal to an address, or transmission via
telegram, telex or facsimile, other than to the exchange agents as set forth
above (the "Exchange Agents") will not constitute a valid delivery. The method
of delivery of all documents, including certificates, is at the risk of the
holder. If delivery is by mail, we recommend the use of registered mail with
return receipt requested, properly insured. You should read the instructions
accompanying this letter of transmittal carefully before you complete this
letter of transmittal.
The undersigned acknowledges that he or she has received the
Prospectus, dated , 2001 (the "Prospectus"), of Viacom Inc. ("Viacom") and
Viacom International Inc. ("Viacom International") and this letter of
transmittal and the instructions hereto (the "Letter of Transmittal"), which
together constitute Viacom's offer (the "Exchange Offer") to exchange up to
$400,000,000 aggregate principal amount of 6.40% senior notes due 2006, which
are registered under the Securities Act of 1933, for its outstanding
unregistered 6.40% senior notes due 2006 issued on May 17, 2001, and
$1,000,000,000 aggregate principal amount of 6.625% senior notes due 2011, which
are registered under the Securities Act of 1933, for its outstanding
unregistered 6.625% senior notes due 2011 issued on May 17, 2001, pursuant to a
Registration Statement of which the Prospectus is a part. The unregistered
senior securities are unconditionally guaranteed as to payment of principal and
interest by Viacom International Inc., a wholly owned subsidiary of Viacom.
The outstanding unregistered 6.40% senior notes due 2006 have CUSIP
numbers 925524AR1 or U9222XAE7. The outstanding 6.625% senior notes due 2011
have CUSIP numbers 925524AP5 or U9222XAD9.
The term "Expiration Date" shall mean 5:00 p.m. New York City time on
, 2001, unless Viacom, 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. Whenever we refer to the unregistered senior notes
due 2006 and the unregistered senior notes due 2011, we will refer to them as
the "unregistered senior securities." Whenever we refer to the exchange senior
notes due 2006 and the exchange senior notes due 2011, we will refer to them as
the "exchange senior securities." All other terms used but not defined herein
have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be used if (1) certificates
representing unregistered senior securities are to be physically delivered to
the Exchange Agents by Holders (as defined below), (2) the unregistered senior
securities are to be tendered by book-entry transfer pursuant to the procedures
set forth in the Prospectus under "The Exchange Offer--Book-Entry Transfer" or
(3) tender of the unregistered senior securities is to be made by Holders
according to the guaranteed delivery procedures set forth in the Prospectus
under "The Exchange Offer--Guaranteed Delivery Procedures." Delivery of this
Letter of Transmittal and any other required documents must be made to the
Exchange Agent.
DELIVERY OF DOCUMENTS TO DTC, EUROCLEAR OR CLEARSTREAM LUXEMBOURG DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name
unregistered senior securities are registered on the books of Viacom or any
other person who has obtained a properly completed bond power from the
registered holder.
Any Holder of unregistered senior securities who wishes to tender his,
her or its unregistered senior securities must, prior to the Expiration Date,
either: (a) complete, sign and deliver this Letter of Transmittal, or a
facsimile thereof, to the Exchange Agent, in person or to the address or
facsimile number set forth above and tender (and not withdraw) his, her or its
unregistered senior securities, or (b) if a tender of unregistered senior
securities is to be made by book-entry transfer to the account maintained by the
Exchange Agent at DTC, Euroclear or Clearstream Luxembourg, confirm such
book-entry transfer, including the delivery of an Agent's Message (a "Book-Entry
Confirmation"), in each case in accordance with the procedures for tendering
described in the Instructions to this Letter of Transmittal.
Holders of unregistered senior securities 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 of
Transmittal to be delivered to the Exchange Agent on or prior to the Expiration
Date, must tender their unregistered senior securities according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus. (See Instruction 1.)
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Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the unregistered senior securities validly tendered
and not withdrawn and the issuance of the exchange senior securities will be
made promptly following the Expiration Date. For the purposes of the Exchange
Offer, Viacom shall be deemed to have accepted for exchange validly tendered
unregistered senior securities when, as and if Viacom has given written notice
thereof to the Exchange Agent.
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.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION
11.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR UNREGISTERED
SENIOR SECURITIES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND
COMPLY WITH ALL OF ITS TERMS.
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Please list below the unregistered senior securities to which this
Letter of Transmittal relates. If the space provided below is inadequate, the
Certificate Numbers and Principal Amounts should be listed on a separate signed
schedule, attached hereto. The minimum permitted tender is $1,000 in principal
amount. All other tenders must be in integral multiples of $1,000.
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DESCRIPTION OF UNREGISTERED SENIOR SECURITIES
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Name(s) and Address(es) Certificate Number(s)
of Holder(s) Type of Security (Attach signed list if Aggregate Principal
(Please fill in, if blank) Tendered necessary) Amount Tendered
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TOTAL PRINCIPAL AMOUNT OF UNREGISTERED
SENIOR SECURITIES TENDERED:
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o CHECK HERE IF TENDERED UNREGISTERED SENIOR SECURITIES ARE BEING
DELIVERED BY DTC, EUROCLEAR OR CLEARSTREAM LUXEMBOURG TO THE EXCHANGE
AGENT'S ACCOUNT AT DTC, EUROCLEAR OR CLEARSTREAM LUXEMBOURG AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: _______________________________________
DTC, Euroclear or Clearstream Luxembourg Book-Entry Account: _________
Transaction Code No.: ________________________________________________
Holders who wish to tender their unregistered senior securities and (i)
whose unregistered senior securities are not immediately available, or (ii) who
cannot deliver their unregistered senior securities, the Letter of Transmittal
or any other required documents to the applicable Exchange Agent prior to the
Expiration Date, or cannot complete the procedure for book-entry transfer on a
timely basis, may effect a tender according to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures."
o CHECK HERE IF TENDERED UNREGISTERED SENIOR SECURITIES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
DELIVERED TO THE APPLICABLE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of unregistered senior securities: _______________
Window Ticket No. (if any): ___________________________________________
Date of Execution of Notice of Guaranteed Delivery: ___________________
DTC, Euroclear or Clearstream Luxembourg Book-Entry Account: _________
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If Delivered by Book-Entry Transfer: _________________________________
Name of Tendering Institution: ________________________________
Transaction Code No.: _________________________________________
o 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: _______________________________________________________
5
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to Viacom the principal amount of unregistered senior
securities indicated above. Subject to and effective upon the acceptance for
exchange of the principal amount of unregistered senior securities tendered
hereby in accordance with this Letter of Transmittal and the accompanying
instructions, the undersigned sells, assigns and transfers to, or upon the order
of, Viacom all right, title and interest in and to the unregistered senior
securities tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agents its agent and attorney-in-fact (with full knowledge
that the Exchange Agents also act as agents of Viacom and the Principal Exchange
Agent acts as Trustee under the Indentures for the unregistered senior
securities and the exchange senior securities) with respect to the tendered
unregistered senior securities with full power of substitution to (i) deliver
certificates for such unregistered senior securities to Viacom, or transfer
ownership of such unregistered senior securities on the account books maintained
by DTC, Euroclear or Clearstream Luxembourg, as the case may be, together, in
any such case, with all accompanying evidences of transfer and authenticity to,
or upon the order of, Viacom and (ii) present such unregistered senior
securities for transfer on the books of Viacom and receive all benefits and
otherwise exercise all rights of beneficial ownership of such unregistered
senior securities, 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, sell, assign and transfer the
unregistered senior securities tendered hereby and to acquire the exchange
senior securities issuable upon the exchange of the unregistered senior
securities, and that Viacom 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 acquired by Viacom. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
upon an interpretation by the staff of the Securities and Exchange Commission
that the exchange senior securities issued in exchange for the unregistered
senior securities pursuant to the Exchange Offer may be offered for sale, resold
and otherwise transferred by holders thereof (other than a broker-dealer who
purchased such unregistered senior securities directly from Viacom for resale
pursuant to Rule 144A, Regulation S or any other available exemption under the
Securities Act or a holder that is an "affiliate" of Viacom or Viacom
International 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 exchange senior securities are acquired by a
non-affiliate in the ordinary course of such holder's business and such holders
have no arrangement or understanding with any person to participate in the
distribution of such exchange senior securities.
The undersigned Holder represents and warrants that
(a) the exchange senior securities acquired pursuant to the
Exchange Offer are being acquired in the ordinary course of
business of the person receiving the exchange senior
securities, whether or not the person is the Holder,
(b) neither the undersigned Holder nor any other recipient of the
exchange senior securities (if different than the Holder) is
engaged in, intends to engage in or has any arrangement or
understanding with any person to participate in the
distribution of the unregistered senior securities or exchange
senior securities,
(c) neither the undersigned Holder nor any other recipient is an
"affiliate" of Viacom or Viacom International within the
meaning of Rule 405 promulgated under the Securities Act
6
or, if such Holder is an affiliate, that such Holder will
comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable,
(d) if the undersigned is a broker-dealer, it has not entered into
any arrangement or understanding with Viacom or Viacom
International or any "affiliate" of Viacom or Viacom
International (within the meaning of Rule 405 under the
Securities Act) to distribute the exchange senior securities,
(e) if the undersigned is a broker-dealer, the undersigned further
represents and warrants that if the undersigned broker-dealer
will receive exchange senior securities for its own account in
exchange for unregistered senior securities that were acquired
as a result of market-making activities or other trading
activities, the holder will, in connection with any resale of
the exchange senior securities, deliver a prospectus meeting
the requirements of the Securities Act (for which purposes,
the delivery of the Prospectus, as the same may be hereafter
supplemented or amended, shall be sufficient) in connection
with any resale of exchange senior securities received in the
Exchange Offer (such a broker-dealer will not be deemed,
solely by reason of such acknowledgment and prospectus
delivery, to admit that it is an "underwriter" within the
meaning of the Securities Act) and
(f) the undersigned Holder is not acting on behalf of any person
or entity that could not truthfully make these
representations.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agents or Viacom to be necessary or desirable
to complete the exchange, assignment and transfer of the unregistered senior
securities tendered hereby or transfer of ownership of such unregistered senior
securities on the account books maintained by a book-entry transfer facility.
The undersigned understands and agrees that Viacom reserves the right
not to accept tendered unregistered senior securities from any tendering Holder
if Viacom or Viacom International determines, in their sole and absolute
discretion, that their ability to proceed with the Exchange Offer would be
impaired by a pending or threatened action or proceeding with respect to the
Exchange Offer or that such acceptance could result in a violation of applicable
securities laws.
For purposes of the Exchange Offer, Viacom shall be deemed to have
accepted validly tendered unregistered senior securities when, as and if Viacom
has given oral or written notice thereof to the applicable Exchange Agent. If
any tendered unregistered senior securities are not accepted for exchange
pursuant to the Exchange Offer for any reason, such unaccepted or non-exchanged
unregistered senior securities will be returned at the address shown below or at
a different address as may be indicated herein under "Special Delivery
Instructions," without expense to the tendering Holder thereof, (or, in the case
of tender by book-entry transfer into the Exchange Agent's account at the
book-entry transfer facility
7
pursuant to the book-entry transfer procedures described in the Prospectus under
the "The Exchange Offer--Book-Entry Transfer," such non-exchanged senior
securities will be credited to an account maintained with such book-entry
transfer facility) as promptly as practicable after the expiration or
termination of the Exchange Offer.
The undersigned understands and acknowledges that Viacom reserves the
right in its sole discretion to purchase or make offers for any unregistered
senior securities that remain outstanding subsequent to the Expiration Date or,
as set forth in the Prospectus under the caption "The Exchange Offer--Expiration
Date; Extensions; Amendment; Termination," to terminate the Exchange Offer and,
to the extent permitted by applicable law, purchase unregistered senior
securities in the open market, in privately negotiated transactions or
otherwise. The terms of any such purchases or offers could differ from the terms
of the Exchange Offer.
The undersigned understands that tenders of unregistered senior
securities pursuant to the procedures described under the caption "The Exchange
Offer--Procedures for Tendering" in the Prospectus and in the instructions
hereto will constitute a binding agreement between the undersigned and Viacom
upon the terms and subject to the conditions of the Exchange Offer. The
undersigned also agrees that acceptance of any tendered unregistered senior
securities by Viacom and the issuance of exchange senior securities in exchange
therefor shall constitute performance in full by Viacom and Viacom International
of their respective obligations under the Exchange Offer and Registration Rights
Agreement and that, upon the issuance of the exchange senior securities, Viacom
and Viacom International will have no further obligations or liabilities
thereunder (except in certain limited circumstances).
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns. This tender may be withdrawn only in accordance with the procedures set
forth in the Prospectus and in this Letter of Transmittal.
By acceptance of the Exchange Offer, each broker-dealer that receives
exchange senior securities pursuant to the Exchange Offer hereby acknowledges
and agrees that upon the receipt of notice by Viacom of the happening of any
event that makes any statement in the Prospectus untrue in any material respect
or that requires the making of any changes in the Prospectus in order to make
the statements therein not misleading (which notice Viacom agrees to deliver
promptly to such broker-dealer), such broker-dealer will suspend use of the
Prospectus until Viacom has amended or supplemented the Prospectus to correct
such misstatement or omission and has furnished copies of the amended or
supplemented prospectus to such broker-dealer.
Unless otherwise indicated under "Special Registration Instructions,"
please issue the certificates representing the exchange senior securities issued
in exchange for the unregistered senior securities accepted for exchange and
return any unregistered senior securities not tendered or not exchanged, in the
name(s) of the undersigned (or in either such event in the case of unregistered
senior securities tendered by DTC, Euroclear or Clearstream Luxembourg, by
credit to the respective account at DTC, Euroclear or Clearstream Luxembourg).
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please send the certificates representing the exchange senior securities issued
in exchange for the unregistered senior securities accepted for exchange and
return any unregistered senior securities not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signatures, unless, in either event, tender is being
made through DTC, Euroclear or Clearstream Luxembourg. In the event that both
"Special Registration Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the exchange senior
securities issued in exchange for the unregistered senior securities accepted
for exchange and
8
return any unregistered senior securities not tendered or not exchanged in the
name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that Viacom has no obligations pursuant to the "Special
Registration Instructions" and "Special Delivery Instructions" to transfer any
unregistered senior securities from the name of the registered holder(s) thereof
if Viacom does not accept for exchange any of the unregistered senior securities
so tendered.
Holders who wish to tender the unregistered senior securities and (1)
whose unregistered senior securities are not immediately available or (2) who
cannot deliver their unregistered senior securities, this Letter of Transmittal
or any other documents required hereby to the Exchange Agents prior to the
Expiration Date may tender their unregistered senior securities according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures." (See Instruction 1.)
9
PLEASE SIGN HERE WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES.
(To Be Completed by All Tendering Holders of Unregistered Senior Securities
Regardless of Whether Unregistered Senior Securities Are
Being Physically Delivered Herewith)
This Letter of Transmittal must be signed by the registered Holder(s) of
unregistered senior securities exactly as its (their) name(s) appear(s) on
certificate(s) of unregistered senior securities or, if tendered by a
participant in DTC, Euroclear or Clearstream Luxembourg, exactly as such
participant's name appears on its security position listing it as the owner of
unregistered senior securities, or by person(s) authorized to become registered
Holder(s) by endorsements and documents transmitted with this Letter of
Transmittal. If the unregistered senior securities to which this Letter of
Transmittal relates are held of record by two or more joint Holders, then all
such Holders must sign this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, then such person
must set forth his or her full title below under "Capacity" and submit evidence
satisfactory to Viacom of such person's authority to so act. (See Instruction
6.) If the signature appearing below is not the registered Holder(s) of the
unregistered senior securities, then the registered Holder(s) must sign a valid
proxy.
x________________________________ Date: ________________________
x________________________________ Date: ________________________
Signature(s) of Holder(s) or
Authorized Signatory
Name(s): ______________________________ Address: _____________________
______________________________
(Please Print) (Including Zip Code)
Capacity(ies): Area Code and Telephone No.:
Tax Identification or Social Security Number(s).:
[Complete Substitute Form W-9 below.]
10
SIGNATURE GUARANTEE
(See Instruction 1 herein)
Certain Signatures Must Be Guaranteed by an Eligible Institution
--------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number
(including area code) of Firm)
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(Authorized Signatures)
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(Printed Name)
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(Title)
Date:
11
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SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 7 herein) (See Instruction 7 herein)
To be completed ONLY if certificates for unregistered To be completed ONLY if certificates for unregistered
senior securities in a principal amount not tendered or senior securities in a principal amount not tendered or
not accepted for exchange are to be issued in the name of, not accepted for exchange are to be sent to, or the
or the exchange senior securities issued pursuant to the exchange senior securities issued pursuant to the
Exchange Offer are to be issued to the order of, someone Exchange Offer are to be sent to someone other than the
other than the person or persons whose signature(s) person or persons whose signature(s) appear(s) within
appear(s) within this Letter of Transmittal or issued to this Letter of Transmittal, or to an address different
an address different from, that shown in the box entitled from, that shown in the box entitled "Description of
"Description of unregistered senior securities" within unregistered senior securities" within this Letter of
this Letter of Transmittal, or if exchange senior Transmittal, or to be credited to an account maintained
securities tendered by book-entry transfer that are not at DTC, Euroclear or Clearstream Luxembourg other than
accepted for purchase are to be credited to an account the account indicated above.
maintained at DTC, Euroclear or Clearstream Luxembourg
other than the account indicated above.
Name: Name:
------------------------------------------------ ------------------------------------------------
(Please Print) (Please Print)
Address: Address:
--------------------------------------------- ---------------------------------------------
(Please Print) (Please Print)
- ----------------------------------------------------- -----------------------------------------------------
(Zip Code) (Zip Code)
- ----------------------------------------------------- -----------------------------------------------------
Tax Identification or Social Security Number Tax Identification or Social Security Number
(See Substitute Form W-9 herein) (See Substitute Form W-9 herein)
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INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Exchange Offer and the Solicitation
1. Guarantee of Signatures. Signatures on this Letter of Transmittal
(or copy hereof) or a notice of withdrawal, as the case may be, must be
guaranteed by 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") unless the unregistered senior securities tendered
pursuant thereto are tendered (i) by a registered Holder (including any
participant in DTC, Euroclear or Clearstream Luxembourg whose name appears on a
security position listing as the owner of unregistered senior securities) who
has not completed the box set forth herein entitled "Special Registration
Instructions" or "Special Delivery Instructions" of this Letter of Transmittal
or (ii) for the account of an Eligible Institution.
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2. Delivery of this Letter of Transmittal and Unregistered Senior
Securities. Certificates for the physically tendered unregistered senior
securities (or a confirmation of a book-entry transfer to the Exchange Agent at
DTC, Euroclear or Clearstream Luxembourg of all unregistered senior securities
tendered electronically), as well as, in the case of physical delivery of
unregistered senior securities, a properly completed and duly executed copy of
this Letter of Transmittal or facsimile hereof and any other documents required
by this Letter of Transmittal must be received by the applicable Exchange Agent
at its address set forth herein prior to 5:00 P.M. New York City time, on the
Expiration Date. The method of delivery of the tendered unregistered senior
securities, this Letter of Transmittal and all other required documents, or
book-entry transfer and transmission of an Agent's Message by a DTC, Euroclear
or Clearstream Luxembourg participant, to the applicable Exchange Agent are 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 applicable
Exchange Agent. Instead of delivery by mail, it is recommended that the Holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed to assure timely delivery. No Letter of Transmittal or unregistered
senior securities should be sent to Viacom, DTC, Euroclear or Clearstream
Luxembourg.
The Exchange Agent will make a request to establish an account with
respect to the unregistered senior securities at DTC, Euroclear or Clearstream
Luxembourg for purposes of the Exchange Offer promptly after receipt of the
Prospectus, and any financial institution that is a participant in DTC,
Euroclear or Clearstream Luxembourg may make book-entry delivery of unregistered
senior securities by causing DTC, Euroclear or Clearstream, Luxembourg, as the
case may be, to transfer such unregistered senior securities into the Exchange
Agent's account at DTC, Euroclear or Clearstream Luxembourg, as the case may be,
in accordance with the relevant entity's procedures for transfer. However,
although delivery of unregistered senior securities may be effected through
book-entry transfer at DTC, Euroclear or Clearstream Luxembourg, an Agent's
Message (as defined in the next paragraph) in connection with a book-entry
transfer and any other required documents, must, in any case, be transmitted to
and received by the Exchange Agent at the address specified on the cover page of
the Letter of Transmittal on or prior to the Expiration Date or the guaranteed
delivery procedures described below must be complied with.
A Holder may tender unregistered senior securities that are held
through DTC by transmitting its acceptance through DTC's Automatic Tender Offer
Program, for which the transaction will be eligible, and DTC will then edit and
verify the acceptance and send an Agent's Message to the Exchange Agent for its
acceptance. The term "Agent's Message" means a message transmitted by DTC to,
and received by, the Exchange Agent and forming part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment from
each participant in DTC tendering the unregistered senior securities and that
such participant has received the Letter of Transmittal and agrees to be bound
by the terms of the Letter of Transmittal and the Company may enforce such
agreement against such participant. Delivery of an Agent's Message will also
constitute an acknowledgment from the tendering DTC participant that the
representations and warranties set forth on pages 6 and 7 of this Letter of
Transmittal are true and correct.
Holders of unregistered senior securities held through Euroclear or
Clearstream Luxembourg, are required to use book-entry transfer pursuant to the
standard operating procedures of Euroclear or Clearstream Luxembourg, as the
case may be, to accept the Exchange Offer and to tender their unregistered
senior securities. A computer-generated message must be transmitted to Euroclear
or Clearstream Luxembourg, as the case may be, in lieu of a Letter of
Transmittal, in order to tender the unregistered senior securities in the
Exchange Offer.
Holders who wish to tender their unregistered senior securities and (i)
whose unregistered senior securities are not immediately available or (ii) who
cannot deliver their unregistered senior securities, this Letter of Transmittal
or any other documents required hereby to the applicable Exchange Agent prior to
the Expiration Date, or who cannot complete the procedure for book-entry
transfer on a timely basis must
13
tender their unregistered senior securities and follow the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined above) or
pursuant to the DTC, Euroclear or Clearstream Luxembourg standard operating
procedures; (ii) prior to the Expiration Date, the applicable Exchange Agent
must have received from the 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 of the unregistered
senior securities, the certificate number or numbers of such unregistered senior
securities and the principal amount of unregistered senior securities tendered,
stating that the tender is being made thereby and guaranteeing that within five
Business Days after the Expiration Date, this Letter of Transmittal (or copy
thereof) together with the certificate(s) representing the unregistered senior
securities (or a confirmation of electronic mail delivery or book-entry delivery
into the Exchange Agent's account at DTC, Euroclear or Clearstream Luxembourg)
and any of the required documents will be deposited by the Eligible Institution
with the applicable Exchange Agent and (iii) such properly completed and
executed Letter of Transmittal (or copy thereof), as well as all other documents
required by this Letter of Transmittal and the certificate(s) representing all
tendered unregistered senior securities in proper form for transfer or a
confirmation of electronic mail delivery or book-entry delivery into the
Exchange Agent's account at DTC, Euroclear or Clearstream Luxembourg, must be
received by the applicable Exchange Agent within five Business Days after the
Expiration Date, all as provided in the Prospectus under the caption "The
Exchange Offer--Guaranteed Delivery Procedures." Any Holder of unregistered
senior securities who wishes to tender his unregistered senior securities
pursuant to the guaranteed delivery procedures described above must ensure that
the applicable Exchange Agent receives the Notice of Guaranteed Delivery prior
to 5:00 P.M., New York City time, on the Expiration Date. Upon request to the
Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish
to tender their unregistered senior securities according to the guaranteed
delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered unregistered senior securities
or this Letter of Transmittal will be determined by Viacom in its sole
discretion, which determination will be final and binding. All tendering
Holders, by execution of this Letter of Transmittal (or copy hereof), shall
waive any right to receive notice of the acceptance of the unregistered senior
securities for exchange. Viacom reserves the absolute right to reject any and
all unregistered senior securities or Letter of Transmittal not properly
tendered or any tenders Viacom's acceptance of which would, in the opinion of
counsel for Viacom, be unlawful. Viacom also reserves the absolute right to
waive any defects, irregularities or conditions of tender as to particular
unregistered senior securities. Viacom'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 unregistered senior
securities must be cured within such time as Viacom shall determine. Although
Viacom intends to notify Holders of defects or irregularities with respect to
tenders of unregistered senior securities, neither Viacom, the Exchange Agents
nor any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of unregistered senior securities, nor
shall any of them incur any liability for failure to give such notification.
Tenders of unregistered senior securities will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any unregistered
senior securities received by the Exchange Agents 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 Agents to the tendering Holders of unregistered
senior securities, unless otherwise provided in this Letter of Transmittal, as
soon as practicable following the Expiration Date.
3. Inadequate Space. If the space provided is inadequate, the
certificate numbers and/or the number of the unregistered senior securities
should be listed on a separate signed schedule attached hereto.
14
4. Tender by Holder. Except in limited circumstances, only a registered
Holder of unregistered senior securities or a Euroclear, Clearstream Luxembourg,
or DTC participant listed on a securities position listing furnished by
Euroclear, Clearstream Luxembourg, or DTC with respect to the unregistered
senior securities may tender its unregistered senior securities in the Exchange
Offer. Any beneficial owner of unregistered senior securities who is not the
registered Holder and is not a Euroclear, Clearstream Luxembourg, or DTC
participant and who wishes to tender should arrange with such registered holder
to execute and deliver this Letter of Transmittal on such beneficial owner's
behalf or must, prior to completing and executing this Letter of Transmittal and
delivering his, her or its unregistered senior securities, either make
appropriate arrangements to register ownership of the unregistered senior
securities in such beneficial owner's name or obtain a properly completed bond
power from the registered holder or properly endorsed certificates representing
such unregistered senior securities.
5. Partial Tenders; Withdrawals. Tenders of unregistered senior
securities will be accepted only in integral multiples of $1,000. If less than
the entire principal amount of any unregistered senior securities is tendered,
the tendering Holder should fill in the principal amount tendered in the third
column of the chart entitled "Description of Unregistered Senior Securities."
The entire principal amount of unregistered senior securities delivered to the
Exchange Agents will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all unregistered senior securities is not
tendered, unregistered senior securities for the principal amount of
unregistered senior securities not tendered and a certificate or certificates
representing exchange senior securities issued in exchange of any unregistered
senior securities accepted will be sent to the Holder at his or her registered
address, unless a different address is provided in the appropriate box on this
Letter of Transmittal or unless tender is made through DTC, Euroclear or
Clearstream Luxembourg, promptly after the unregistered senior securities are
accepted for exchange.
Except as otherwise provided herein, tenders of unregistered senior
securities may be withdrawn at any time prior to the Expiration Date. To
withdraw a tender of unregistered senior securities in the Exchange Offer, a
written or facsimile transmission notice of withdrawal must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. Any
such notice of withdrawal must (1) specify the name of the person having
deposited the unregistered senior securities to be withdrawn (the "Depositor"),
(2) identify the unregistered senior securities to be withdrawn (including the
certificate number or numbers and principal amount of such unregistered senior
securities, or, in the case of unregistered senior securities transferred by
book-entry transfer the name and number of the account at Euroclear, Clearstream
Luxembourg, or DTC to be credited), (3) be signed by the Depositor in the same
manner as the original signature on the Letter of Transmittal by which such
unregistered senior securities were tendered (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Registrar with respect to the unregistered senior securities register the
transfer of such unregistered senior securities into the name of the person
withdrawing the tender and (4) specify the name in which any such unregistered
senior securities are to be registered, if different from that of the Depositor.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by Viacom, whose determination shall
be final and binding on all parties. Any unregistered senior securities so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no exchange senior securities will be issued with respect
thereto unless the unregistered senior securities so withdrawn are validly
re-tendered. Any unregistered senior securities which have been tendered but
which are not accepted for exchange by Viacom 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. Properly withdrawn
unregistered senior securities may be re-tendered by following one of the
procedures described in the Prospectus under "The Exchange Offer--Procedures for
Tendering" at any time prior to the Expiration Date.
15
6. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements. If this Letter of Transmittal (or copy hereof) is signed by the
registered Holder(s) of the unregistered senior securities tendered hereby, the
signature must correspond with the name(s) as written on the face of the
unregistered senior securities without alteration, enlargement or any change
whatsoever.
If any of the unregistered senior securities 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 unregistered senior securities registered in different
names are tendered, it will be necessary to complete, sign and submit as many
copies of this Letter of Transmittal as there are different registrations of
unregistered senior securities.
If this Letter of Transmittal (or copy hereof) is signed by the
registered Holder(s) (which term, for the purposes described herein, shall
include a book-entry transfer facility whose name appears on the security
listing as the owner of the unregistered senior securities) of unregistered
senior securities tendered and the certificate(s) for exchange senior securities
issued in exchange therefor is to be issued (or any untendered principal amount
of unregistered senior securities is to be reissued) to the registered Holder,
such Holder need not and should not endorse any tendered Outstanding Note, nor
provide a separate bond power. In any other case, such Holder must either
properly endorse the unregistered senior securities tendered or transmit a
properly completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or copy hereof) is signed by a person
other than the registered Holder(s) of unregistered senior securities listed
therein, such unregistered senior securities must be endorsed or accompanied by
properly completed bond powers which authorize such person to tender the
unregistered senior securities on behalf of the registered Holder, in either
case signed as the name of the registered Holder or Holders appears on the
unregistered senior securities.
If this Letter of Transmittal (or copy hereof) or any unregistered
senior securities or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, or officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and unless waived by Viacom, evidence satisfactory to
Viacom of their authority to so act must be submitted with this Letter of
Transmittal.
Endorsements on unregistered senior securities or signatures on bond
powers required by this Instruction 6 must be guaranteed by an Eligible
Institution.
7. Special Registration and Delivery Instructions. Tendering Holders
should indicate, in the applicable spaces, the name and address to which
exchange senior securities or substitute unregistered senior securities for
principal amounts not tendered or not accepted for exchange are to be issued or
sent, if different from the name and address of the person signing this Letter
of Transmittal (or in the case of tender of the unregistered senior securities
through DTC, Euroclear or Clearstream Luxembourg, if different from the account
maintained at DTC, Euroclear or Clearstream Luxembourg indicated above). In the
case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.
8. Transfer Taxes. Viacom will pay all transfer taxes, if any,
applicable to the exchange of unregistered senior securities pursuant to the
Exchange Offer. If, however, certificates representing exchange senior
securities or unregistered senior securities for principal amounts not tendered
or accepted for exchange are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered Holder of the
unregistered senior securities tendered hereby, or if tendered unregistered
senior securities are registered in the name of any person other than the person
signing this Letter of
16
Transmittal, or if a transfer tax is imposed for any reasons other than the
exchange of unregistered senior securities pursuant to the Exchange Offer, then
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 exemption therefrom is not submitted with
this Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering Holder.
Except as provided in this Instruction 8, it will not be necessary for
transfer tax stamps to be affixed to the unregistered senior securities listed
in this Letter of Transmittal.
9. Waiver of Conditions. Viacom reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange Offer
in the case of any unregistered senior securities tendered.
10. Mutilated, Lost, Stolen or Destroyed Unregistered Senior
Securities. Any tendering Holder whose unregistered senior securities have been
mutilated, lost, stolen or destroyed should contact the applicable Exchange
Agent at the address indicated herein for further instruction.
11. Requests for Assistance or Additional Copies. Questions and
requests for assistance and requests for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the applicable Exchange Agent at
the address specified in the Prospectus. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
17
IMPORTANT TAX INFORMATION
The Holder is required to give the applicable Exchange Agent the social
security number or employer identification number of the Holder of the
unregistered senior securities. If the unregistered senior securities are in
more than one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance on which number to report.
TO BE COMPLETED BY ALL TENDERING HOLDERS
- -----------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: VIACOM INC.
- -----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN IN THE
Form W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW. --------------------------
Social Security Number(s)
or
-----------------------
Employer Identification Number(s)
- -----------------------------------------------------------------------------------------------------------------------
Part 2 - Certification - Under Part 3 -
Department of the Treasury Penalties of Perjury, I certify that:
Internal Revenue Service [ ] Check if Awaiting TIN
(1) The number shown on this form
Payer's Request for Taxpayer is my correct Taxpayer
Identification Number ("TIN") Identification Number (or I am
waiting for a number to be issued
to me), and
(2) I am NOT subject to back-up
withholding because: (a) I am
exempt from backup withholding, or
(b) I have not been notified by
the Internal Revenue Service
("IRS") that I am subject to
back-up 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 back-up withholding.
- -----------------------------------------------------------------------------------------------------------------------
Certification Instructions - You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to back-up
withholding because of underreporting interest or dividends on your tax
return.
Sign Here SIGNATURE: DATE:
------------------------------------ --------------------
- ---------------------------------------- ------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE SENIOR
SECURITES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
18
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Obtain a Number:
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
Payees Exempt from Backup Withholding:
Payees specifically exempted from backup withholding on ALL payments include the
following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a) or an individual
retirement plan.
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
o An international organization or any agency of or instrumentality
thereof.
o A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of
1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
o Payments of patronage dividends where the amount renewed is not paid
in money.
o Payments made by certain foreign nations.
o Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the
payee.
o Payments of tax-exempt interest (including exempt-interest dividends
in section 852).
o Payments described in section 6049(b)(5) to non-resident alien.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE
PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE
FORM.
Certain payments other than interest, dividends and patronage dividends that are
not subject to information reporting are also not subject to backup withholding.
For details, see the regulations under sections 6041, 6041A(a), 6045 and 6050A.
Privacy Act Notice. Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividends, and certain other payments to a payee who does not furnish
a taxpayer identification number to a payee. Certain penalties may also apply.
Penalties:
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
19
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer.
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employee identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
- -----------------------------------------------------------------------------------------------------------------------
For this type of account: Give the SOCIAL For this type of account: Give the SOCIAL
SECURITY number of-- SECURITY number of--
- -----------------------------------------------------------------------------------------------------------------------
1. An individual's The individual 8. Sole The owner 4
account proprietorship
account
- -----------------------------------------------------------------------------------------------------------------------
2. Two or more The actual owner of the 9. A valid trust, The legal entity (Do not
individuals (joint account or, if combined estate, or pension furnish the identifying
account) funds, any one of the trust number of the personal
individuals 1 representatives or trustee
unless the legal entity
itself is not designated in
the account title.)5
- -----------------------------------------------------------------------------------------------------------------------
3. Husband and wife The actual owner of the 10. Corporate The corporation
(joint account) account or, if joint account
funds, either person 1
- -----------------------------------------------------------------------------------------------------------------------
4. Custodian account The minor 2 11. Religious, The organization
of a minor (Uniform charitable, or
Gift to Minors Act) educational
organization account
- -----------------------------------------------------------------------------------------------------------------------
5. Adult and minor The adult or, if the minor 12. Partnership The partnership
(joint account) is the only contributor, account held in the
the minor 1 name of the business
- -----------------------------------------------------------------------------------------------------------------------
6. Account in the The ward, minor or 13. Association, The organization
name of guardian or incompetent person 3 club or other
committee for a tax-exempt
designated ward, organization
minor, or incompetent
person
- -----------------------------------------------------------------------------------------------------------------------
7. a. The usual The grantor-trustee 1 14. A broker or The broker or nominee
revocable savings registered nominee
trust account
(grantor is also
trustee)
- -----------------------------------------------------------------------------------------------------------------------
7. b. So-called The actual owner 1 15. Account with The public entity
trust account that is the Department of
not a legal or valid Agriculture in the
trust under State name of a public
law entity (such as a
State or
local
government,
school
district, or
prison) that
receives
agricultural
program
payments.
- -----------------------------------------------------------------------------------------------------------------------
- --------
1 List first and circle the name of the person whose number you furnish.
2 Circle the minor's name and furnish the minor's Social Security number.
3 Circle the ward's, minor's or incompetent person's name and furnish such
person's Social Security number.
4 Show the name of the Owner.
5 List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
20
(DO NOT WRITE IN SPACE BELOW)
- ----------------------------------------------------------------------------------------------------------------
Certificate Surrendered Unregistered Senior Securities Unregistered Senior Securities
Tendered Accepted
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Delivery Prepared by Checked by Date
----------------- --------------- ----------------
- ----------------------------------------------------------------------------------------------------------------
21
The Exchange Agents for the Exchange Offer are:
Principal Exchange Agent: Luxembourg Exchange Agent:
Citibank, N.A. Kredietbank S.A. Luxembourgeoise
111 Wall Street, 15th Floor 43, Boulevard Royal
New York, NY 10005 L-2955 Luxembourg
Attn: Agency & Trust Services Attn: Corporate Trust and Agencies
Telephone: (800) 422-2066 Telephone: (352) 47 97 3933
Facsimile: (212) 825-3483 Facsimile: (352) 47 97 73 951
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE PRINCIPAL EXCHANGE AGENT BY TELEPHONE AT (800)
422-2066, OR BY FACSIMILE AT (212) 825-3483 OR THE LUXEMBOURG EXCHANGE AGENT BY
TELEPHONE AT (352) 47 97 3933, OR BY FACSIMILE AT (352) 47 97 73 951.
ALL UNREGISTERED SENIOR SECURITIES MUST BE TENDERED BY BOOK-ENTRY TRANSFER IN
ACCORDANCE WITH THE STANDARD OPERATING PROCEDURES OF DTC, EUROCLEAR OR
CLEARSTREAM LUXEMBOURG. HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE
SENIOR SECURITIES FOR THEIR UNREGISTERED SENIOR SECURITIES PURSUANT TO THE
EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR UNREGISTERED SENIOR
SECURITIES TO DTC, EUROCLEAR OR CLEARSTREAM LUXEMBOURG, AS THE CASE MAY BE,
PRIOR TO THE EXPIRATION DATE OR PROVIDE NOTICE OF GUARANTEED DELIVERY TO THE
APPLICABLE EXCHANGE AGENT AS DESCRIBED HEREIN.