OFFER TO EXCHANGE
ALL OUTSTANDING
9 1/4% SENIOR NOTES DUE 2014
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
FOR 9 1/4% SENIOR NOTES DUE 2014
REGISTERED UNDER THE SECURITIES ACT
OF
MEMBERWORKS INCORPORATED
---------------
, 2004
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith an offer by MemberWorks Incorporated, a
Delaware corporation (the "Company"), to exchange (the "Exchange Offer") its 9
1/4% Senior Notes due 2014 (the "New Notes") which are registered under the
Securities Act of 1933, as amended (the "Securities Act") for all outstanding 9
1/4% Senior Notes due 2014 of the Company (the "Old Notes") which are not
registered under the Securities Act, upon the terms and conditions set forth in
the accompanying Prospectus dated , 2004 (the "Prospectus") and related Letter
of Transmittal and instructions thereto (the "Letter of Transmittal").
A Letter of Transmittal is being circulated to holders of Old Notes
with the Prospectus. Holders may use it to effect valid tenders of Old Notes.
The Exchange Offer also provides a procedure for holders to tender the Old Notes
by means of guaranteed delivery.
Based on an interpretation of the Securities and Exchange Commission
(the "Commission"), New Notes issued pursuant to the Exchange Offer in exchange
for Old Notes may be offered for resale, resold and otherwise transferred by
holders thereof (other than (i) a broker-dealer who purchased such Old Notes
directly from the Company for resale pursuant to Rule 144A or any other
available exemption under the Securities Act or (ii) a person that is an
"affiliate" of the Company 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 the holder is acquiring the New Notes in
its ordinary course of business and is not participating, and has no arrangement
or understanding with any person to participate, in the distribution of the New
Notes. Holders of Old Notes wishing to accept the Exchange Offer must represent
to the Company that such conditions have been met.
Each broker-dealer that receives New Notes in exchange for Old Notes
held for its own account, as a result of market making or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Notes. The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, such broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. The Prospectus, as it may be amended or supplemented from time to time, may
be used by such broker-dealer in connection with the resales of New Notes
received in exchange for Old Notes. The Company has agreed that, for a period of
one year after the date of the Prospectus, it will make the Prospectus and any
amendment or supplement thereto available to any broker-dealer for use in
connection with any such resale.
Notwithstanding any other term of the Exchange Offer, the Company may
terminate or amend the Exchange Offer as provided in the Prospectus and will not
be required to accept for exchange, or exchange New Notes for, any Old Notes not
accepted for exchange prior to such termination.
The Company reserves the right not to accept tendered Old Notes from
any tendering holder if the Company determines, in its sole and absolute
discretion, that such acceptance could result in a violation of applicable
securities laws.
We are asking you to contact your clients for whom you hold Old Notes
registered in your name or in the name of your nominee. In addition, we ask you
to contact your clients who, to your knowledge, hold Old Notes registered in
their own names. The Company will not pay any fees or commissions to any broker,
dealer or other person (other than the Exchange Agent as described in the
Prospectus) in connection with the solicitation of tenders of Old Notes pursuant
to the Exchange Offer. You will, however, be reimbursed by the Company for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Company will pay any transfer taxes
applicable to the tender of Old Notes to it or its order, except as otherwise
provided in the Prospectus and the Letter of Transmittal.
Enclosed is a copy of each of the following documents:
1. The Prospectus.
2. A Letter of Transmittal for your use in connection with the
Exchange Offer and for the information of your clients.
3. A form of letter that may be sent to your clients for whose
accounts you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining the clients' instructions
with regard to the Exchange Offer.
4. A form of Notice of Guaranteed Delivery.
5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
6. A return envelope addressed to LaSalle Bank National
Association as Exchange Agent at LaSalle Bank N.A., 135 LaSalle Street,
Suite 1960, Chicago, IL 60603
Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time, on , 2004 unless extended (the "Expiration Date"). Old
Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the
procedures described in the Prospectus, at any time prior to 5:00 p.m., New York
City time, on the business day prior to the Expiration Date. The Exchange Offer
is not conditioned on any minimum principal amount of Old Notes being tendered.
To tender Old Notes in the Exchange Offer, certificates for Old Notes
(or confirmation of a book-entry transfer into the Exchange Agent's account at
The Depository Trust Company of Old Notes tendered electronically) and a duly
executed and properly completed Letter of Transmittal or a facsimile thereof,
together with any other required documents, must be received by the Exchange
Agent as indicated in the Prospectus.
If holders desire to tender Old Notes pursuant to the Exchange Offer
and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit the Letter of Transmittal,
certificates evidencing such Old Notes or other required documents to reach the
Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
holders may effect a tender of such Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedure." Holders following the guaranteed delivery
procedure must still fully complete, execute and deliver the Letter of
Transmittal or facsimile thereof.
The Exchange Offer is not being made to, nor will tenders be accepted
from or on behalf of, holders of the Old Notes in any jurisdiction in which the
making of the Exchange Offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable securities law.
Additional copies of the enclosed material may be obtained from the
Exchange Agent by calling (312) 904-5532.
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NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY, THE TRUSTEE OR THE EXCHANGE AGENT, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF
THEM WITH RESPECT TO THE EXCHANGE OFFER OR THE SOLICITATION, EXCEPT FOR
STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Very truly yours,
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