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
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, 2004
To Our Clients:
Enclosed for your consideration are the Prospectus dated , 2004 (the
"Prospectus") and the related letter of transmittal and instructions thereto
(the "Letter of Transmittal") in connection with the 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 Act, upon the terms and subject to the conditions
set forth in the Prospectus and Letter of Transmittal.
We are the registered holder (the "Registered Holder") of Old Notes
held by us for your account. An exchange of the Old Notes can be made only by us
as the Registered Holder and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to exchange the Old Notes held by us for your account. The Prospectus and
related Letter of Transmittal provide a procedure for holders to tender their
Old Notes by means of guaranteed delivery.
We request information as to whether you wish us to exchange any or all
of the Old Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The New Notes will be exchanged for the Old Notes at the
rate of $1,000 principal amount of New Notes for each $1,000 principal
amount of Old Notes. The New Notes will bear interest from April 13,
2004. Holders of Old Notes whose Old Notes are accepted for exchange
will be deemed to have waived the right to receive any payment in
respect of interest on the Old Notes accrued from April 13, 2004 to the
date of issuance of the New Notes. The form and terms of the New Notes
are identical in all material respects to the form and terms of the Old
Notes, except that the New Notes have been registered under the
Securities Act.
2. 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 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 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.
3. The Exchange Offer is not conditioned on any minimum
principal amount of Old Notes being tendered.
4. 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.
5. The Exchange Offer will expire at 5:00 p.m., New York City
time, on , 2004 unless extended (the "Expiration Date"). Tendered Old
Notes 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.
6. Any transfer taxes applicable to the exchange of the Old
Notes pursuant to the Exchange Offer will be paid by the Company,
except as otherwise provided in Instruction 5 of the Letter of
Transmittal.
If you wish to have us tender any or all of your Old Notes, please so
instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Old Notes, the entire principal amount of Old Notes
held for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Date.
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.
2
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
------------------
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal, in connection with the offer
by the Company to exchange the Old Notes for the New Notes.
This will instruct you to tender the principal amount of Old Notes
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the related Letter
of Transmittal, and the undersigned hereby makes the applicable representations
set forth in such Letter of Transmittal.
SIGN HERE
Dated:
----------------------- ---------------------------------
Signature
---------------------------------
Signature
Principal amount of Old Notes to be tendered*:
$
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(Must be in the principal amount of $1,000 or an
integral multiple thereof.)
- -------------------------------------------------
Name(s) (Please Print)
- -------------------------------------------------
Address
- -------------------------------------------------
Zip Code
- -------------------------------------------------
Area Code and Telephone Number
- -----------------
* Unless otherwise indicated, signature(s) hereon by beneficial owner(s)
shall constitute an instruction to the nominee to tender all Old Notes
of such beneficial owner(s).