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FORM OF
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE UNREGISTERED 9 1/4% SENIOR NOTES DUE 2008
OF
MILLENNIUM AMERICA INC.
PURSUANT TO THE PROSPECTUS
DATED [ ], 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON [ ], 2002
UNLESS EXTENDED.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
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By Mail: Facsimile Transmission: By Hand/Overnight Delivery:
The Bank of New York (for eligible institutions only) The Bank of New York
15 Broad Street, 16th floor (212) 235-2261 Reorganization Department
New York, New York 10007 15 Broad Street, 16th floor
Attn: Bernard Arsenek Confirm by Telephone: New York, New York 10007
(212) 235-2356 Attn: Bernard Arsenek
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE TRANSMISSION
TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned hereby acknowledges receipt of the prospectus, dated
[ ], 2002, of Millennium America Inc. ('Millennium America') and
Millennium Chemicals Inc. ('Millennium Chemicals'), which, together with this
letter of transmittal, constitute Millennium America's offer to exchange $1,000
principal amount of its newly issued 9 1/4% Senior Notes due 2008, which have
been registered under the Securities Act of 1933, as amended (the 'Exchange
Notes'), for each $1,000 principal amount of its outstanding unregistered 9 1/4%
Senior Notes due 2008 (the 'Unregistered Notes'), of which $100,000,000
aggregate principal amount is outstanding.
IF YOU DESIRE TO EXCHANGE YOUR UNREGISTERED NOTES FOR AN EQUAL AGGREGATE
PRINCIPAL AMOUNT OF EXCHANGE NOTES, YOU MUST VALIDLY TENDER (AND NOT VALIDLY
WITHDRAW) YOUR UNREGISTERED NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION
DATE OF THE EXCHANGE OFFER.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ
THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL.
This letter of transmittal is to be completed by holders of Millennium
America's Unregistered Notes either if certificates representing such notes are
to be forwarded herewith or, unless an agent's message is utilized, tenders of
such notes are to be made by book-entry transfer to an account maintained by the
exchange agent at The Depository Trust Company pursuant to the procedures set
forth in the prospectus under the heading 'The Exchange Offer -- Book-Entry
Transfer.'
The undersigned has completed, executed and delivered this letter of
transmittal to indicate the action the undersigned desires to take with respect
to the exchange offer.
Holders that are tendering by book-entry transfer to the exchange agent's
account at DTC can execute the tender through the DTC Automated Tender Offer
Program, for which the exchange offer is eligible. DTC participants that are
tendering pursuant to the exchange offer must transmit their acceptance through
the Automated Tender Offer Program to DTC, which will edit and verify the
acceptance and send an agent's message to the exchange agent for its acceptance.
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In order to properly complete this letter of transmittal, a holder of
Unregistered Notes must:
(1) complete the box entitled 'Description of Unregistered Notes,'
(2) if appropriate, check and complete the boxes relating to Guaranteed
Delivery, Special Issuance Instructions and Special Delivery
Instructions,
(3) sign the letter of transmittal, and
(4) complete the Substitute Form W-9.
If a holder desires to tender Unregistered Notes pursuant to the exchange
offer and (1) certificates representing such notes are not immediately
available, (2) time will not permit this letter of transmittal, certificates
representing such notes or other required documents to reach the exchange agent
on or prior to the expiration date, or (3) the procedures for book-entry
transfer (including delivery of an agent's message) cannot be completed on or
prior to the expiration date, such holder may nevertheless tender such notes
with the effect that such tender will be deemed to have been received on or
prior to the expiration date if the guaranteed delivery procedures described in
the prospectus under 'The Exchange Offer -- Guaranteed Delivery Procedures' are
followed. See Instruction 1 below.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS,
AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR
CHECKING ANY BOX BELOW. The instructions included with this letter of
transmittal must be followed. Questions and requests for assistance or for
additional copies of the prospectus and this letter of transmittal, the Notice
of Guaranteed Delivery and related documents may be directed to The Bank of New
York, at the address and telephone number set forth on the cover page of this
letter of transmittal. See instruction 11 below.
List below the Unregistered Notes to which this letter of transmittal
relates. If the space provided is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this letter of transmittal. Tenders of Unregistered Notes will be accepted only
in principal amounts equal to $1,000 or integral multiples of $1,000.
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- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF UNREGISTERED NOTES
NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE FILL IN)
- ------------------------------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL
CERTIFICATE AMOUNT PRINCIPAL AMOUNT
NUMBER(S)* REPRESENTED** TENDERED**
- ------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF UNREGISTERED NOTES
- ------------------------------------------------------------------------------------------------------------------------------
* Need not be completed by holders delivering by book-entry transfer (see below).
** Unless otherwise indicated in the column 'Principal Amount Tendered' and subject to the terms and conditions of the
exchange offer, the holder will be deemed to have tendered the entire aggregate principal amount represented by each
Unregistered Note listed above and delivered to the exchange agent. See Instruction 4.
- ------------------------------------------------------------------------------------------------------------------------------
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE
BOXES BELOW
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED UNREGISTERED NOTES ARE ENCLOSED
HEREWITH.
[ ] CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ............................................
Account Number with DTC: ..................................................
Transaction Code Number: ..................................................
[ ] CHECK HERE IF YOU TENDERED BY BOOK-ENTRY TRANSFER AND DESIRE ANY
NON-EXCHANGED NOTES TO BE RETURNED TO YOU BY CREDITING THE BOOK-ENTRY
TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 1)
[ ] To be completed only if tendered Unregistered Notes are being delivered
pursuant to a notice of guaranteed delivery previously sent to the
exchange agent. Complete the following (please enclose a photocopy of
such notice of guaranteed delivery):
Name of Registered Holder(s): .........................................
Window Ticket Number (if any): ........................................
Date of Execution of the Notice of Guaranteed Delivery: ...............
Name of Eligible Institution that Guaranteed Delivery: ................
If Delivered By Book-Entry Transfer, Complete The Following:
Name of Tendering Institution: ........................................
Account Number at DTC: ................................................
Transaction Code Number: ..............................................
BROKER-DEALER STATUS
[ ] Check here if you are a broker-dealer that acquired your tendered
Unregistered Notes for your own account as a result of market making or
other trading activities and wish to receive 10 additional copies of the
prospectus and any amendments or supplements thereto.
Name: .................................................................
Address: ..............................................................
NOTE: SIGNATURES MUST BE PROVIDED BELOW
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the exchange offer, the
undersigned hereby tenders to Millennium America the principal amount of
Unregistered Notes described above. Subject to, and effective upon, the
acceptance for exchange of the Unregistered Notes tendered herewith, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
Millennium America all right, title and interest in and to such notes.
The undersigned hereby irrevocably constitutes and appoints the exchange
agent as the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the exchange agent also acts as the agent of Millennium
America and as trustee under the indenture relating to the Unregistered Notes)
with respect to such tendered Unregistered Notes, with full power of
substitution and resubstitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to (1) deliver certificates
representing such tendered Unregistered Notes, or transfer ownership of such
notes, on the account books maintained by DTC, and to deliver all accompanying
evidence of transfer and authenticity to, or upon the order of, Millennium
America 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
Millennium America of such notes for exchange pursuant to the exchange offer,
(2) receive all benefits and otherwise to exercise all rights of beneficial
ownership of such notes, all in accordance with the terms of the exchange offer,
and (3) present such notes for transfer on the relevant security register.
The undersigned hereby represents and warrants that the undersigned
(1) owns the Unregistered Notes tendered and is entitled to tender such notes,
and (2) has full power and authority to tender, sell, exchange, assign and
transfer the Unregistered Notes and to acquire Exchange Notes issuable upon the
exchange of such tendered Unregistered Notes, and that, when the same are
accepted for exchange, Millennium America will acquire good and marketable title
to the tendered Unregistered Notes, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim or right or
restriction of any kind. The undersigned also warrants that it will, upon
request, execute and deliver any additional documents deemed by the exchange
agent or Millennium America to be necessary or desirable to complete the sale,
exchange, assignment and transfer of tendered Unregistered notes or to transfer
ownership of such notes on the account books maintained by DTC.
The undersigned understands that tenders of the Unregistered Notes pursuant
to any one of the procedures described in the prospectus under the caption 'The
Exchange Offer -- Procedures for Tendering Unregistered Notes' and in the
instructions to this letter of transmittal will, upon Millennium America's
acceptance of the Unregistered Notes for exchange, constitute a binding
agreement between the undersigned and Millennium America in accordance with the
terms and subject to the conditions of the exchange offer.
The exchange offer is subject to the conditions set forth in the prospectus
under the caption 'The Exchange Offer -- Conditions to the Exchange Offer.' The
undersigned recognizes that as a result of these conditions (which may be
waived, in whole or in part, by Millennium America) as more particularly set
forth in the prospectus, Millennium America may not be required to exchange any
of the Unregistered Notes tendered by this letter of transmittal and, in such
event, the Unregistered Notes not exchanged will be returned to the undersigned
at the address shown below the signature of the undersigned.
The undersigned hereby represents and warrants that:
the undersigned (or the person or entity receiving notes pursuant to this
letter of transmittal) is acquiring the Exchange Notes in the ordinary
course of business of the undersigned (or such other person);
neither the undersigned nor any such person or entity is engaging in or
intends to engage in a distribution of the Exchange Notes within the
meaning of the federal securities laws;
neither the undersigned nor any such person or entity has an arrangement or
understanding with any person or entity to participate in a distribution of
the Exchange Notes;
neither the undersigned nor any such person or entity is an 'affiliate' of
Millennium America or Millennium Chemicals, as such term is defined under
Rule 405 promulgated under the Securities Act of 1933, as amended; and
the undersigned is not acting on behalf of any person or entity who could
not truthfully make the foregoing representations.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Unregistered Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Notes, however, by
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so acknowledging and delivering a prospectus, the undersigned will not be deemed
to admit that it is an 'underwriter' within the meaning of the Securities Act.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death, bankruptcy or incapacity of the
undersigned and every obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, executors, administrators, successors,
assigns, trustees in bankruptcy and other legal representatives of the
undersigned.
Tendered Unregistered Notes may be withdrawn at any time prior to
5:00 p.m., New York City time on [ ], 2002 or on such later date or
time to which Millennium America may extend the exchange offer.
Unless otherwise indicated herein under the box entitled 'Special Issuance
Instructions' below, Exchange Notes, and Unregistered Notes not tendered or
accepted for exchange, will be issued in the name of the undersigned. Similarly,
unless otherwise indicated under the box entitled 'Special Delivery
Instructions' below, Exchange Notes, and Unregistered Notes not tendered or
accepted for exchange, will be delivered to the undersigned at the address shown
below the signature of the undersigned. In the case of a book-entry delivery of
Unregistered Notes, the exchange agent will credit the account maintained by DTC
with any Unregistered Notes not tendered. The undersigned recognizes that
Millennium America has no obligation pursuant to the 'Special Issuance
Instructions' to transfer any Unregistered Notes from the name of the registered
holder thereof if Millennium America does not accept for exchange any of the
principal amount of such notes so tendered.
The Exchange Notes will bear interest from the most recent interest payment
date to which interest has been paid on the Unregistered Notes, or if no
interest has been paid, from June 15, 2002. Interest on the Unregistered Notes
accepted for exchange will cease to accrue upon the issuance of the Exchange
Notes.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF
UNREGISTERED NOTES REGARDLESS OF WHETHER NOTES
ARE BEING PHYSICALLY DELIVERED HEREWITH, UNLESS AN AGENT'S
MESSAGE
IS DELIVERED IN CONNECTION WITH A BOOK-ENTRY TRANSFER OF
SUCH NOTES)
This letter of transmittal must be signed by the registered
holder(s) of Unregistered Notes exactly as their name(s)
appear(s) on certificate(s) for Unregistered Notes or on a
security position listing, or by person(s) authorized to
become registered holder(s) by endorsements and documents
transmitted with this letter of transmittal. If the
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 under 'Capacity' and
submit evidence satisfactory to the exchange agent of such
person's authority to so act. See Instruction 5 below.
If the signature appearing below is not of the registered
holder(s) of the Unregistered Notes, then the registered
holder(s) must sign a valid power of attorney.
X .........................................................
X .........................................................
SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY
Dated .............................................. , 2002
Name(s) ...................................................
...........................................................
Capacity ..................................................
Address ...................................................
(INCLUDING ZIP CODE)
Area Code and Telephone No. ...............................
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE
(IF REQUIRED -- SEE INSTRUCTIONS 2 AND 5 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY A SIGNATURE
GUARANTOR
...........................................................
(NAME OF SIGNATURE GUARANTOR GUARANTEEING SIGNATURES)
...........................................................
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF FIRM)
...........................................................
(AUTHORIZED SIGNATURE)
...........................................................
(PRINTED NAME)
...........................................................
(TITLE)
Dated .............................................. , 2002
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)
To be completed ONLY if certificates for
Unregistered Notes in a principal amount not
tendered are to be issued in the name of, or
Exchange Notes issued pursuant to the
exchange offer are to be issued in the name
of, someone other than the person or persons
whose name(s) appear(s) within this letter
of transmittal or issued to an address
different from that shown in the box
entitled 'Description of Unregistered Notes'
within this letter of transmittal.
Issue: [ ] Exchange Notes [ ] Unregistered
Notes
(COMPLETE AS APPLICABLE)
Name ......................................
(PLEASE PRINT)
Address ...................................
(PLEASE PRINT)
...........................................
(ZIP CODE)
...........................................
TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit Unregistered Notes not tendered, but
represented by certificates tendered by this
letter of transmittal, by book-entry
transfer to:
[ ] The Depository Trust Company
[ ] .......................................
Account Number ............................
Credit Exchange Notes issued pursuant to the
exchange offer by book-entry transfer to:
[ ] The Depository Trust Company
[ ] .......................................
Account Number ...........................
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)
To be completed ONLY if certificates for
Unregistered Notes in a principal amount not
tendered, or Exchange Notes, are to be sent
to someone other than the person or persons
whose name(s) appear(s) within this letter
of transmittal to an address different from
that shown in the box entitled 'Description
of Unregistered Notes' within this letter of
transmittal.
Deliver: [ ] Exchange Notes [ ] Unregistered Notes
(COMPLETE AS APPLICABLE)
Name ......................................
(PLEASE PRINT)
Address ...................................
(PLEASE PRINT)
............................................
(ZIP CODE)
............................................
Is this a permanent address change?
[ ] Yes [ ] No (check one box)
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES. This letter of
transmittal is to be completed by holders of Unregistered Notes if certificates
representing such notes are to be forwarded herewith, or, unless an agent's
message is utilized, if delivery of such certificates is to be made by
book-entry transfer to the account maintained by DTC, pursuant to the procedures
set forth in the prospectus under 'The Exchange Offer -- Procedures for
Tendering Unregistered Notes.' For a holder to properly tender Unregistered
Notes pursuant to the exchange offer, a properly completed and duly executed
letter of transmittal (or a manually signed facsimile thereof), together with
any signature guarantees and any other documents required by these Instructions,
or a properly transmitted agent's message in the case of a book entry transfer,
must be received by the exchange agent at its address set forth herein on or
prior to the expiration date, and either (1) certificates representing such
notes must be received by the exchange agent at its address, or (2) such notes
must be transferred pursuant to the procedures for book-entry transfer described
in the prospectus under 'The Exchange Offer -- Book-Entry Transfer' and a
book-entry confirmation must be received by the exchange agent on or prior to
the expiration date. A holder who desires to tender Unregistered Notes and who
cannot comply with procedures set forth herein for tender on a timely basis or
whose Unregistered Notes are not immediately available must comply with the
guaranteed delivery procedures discussed below.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE UNREGISTERED NOTES
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND
SOLE RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR
SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION
OF THE EXCHANGE OFFER. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL
BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER.
HOLDERS SHOULD NOT SEND ANY NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED
DOCUMENT TO MILLENNIUM AMERICA.
If a holder desires to tender Unregistered Notes pursuant to the exchange
offer and (1) certificates representing such notes are not immediately
available, (2) time will not permit such holder's letter of transmittal,
certificates representing such notes or other required documents to reach the
exchange agent on or prior to the expiration date, or (3) the procedures for
book-entry transfer (including delivery of an agent's message) cannot be
completed on or prior to the expiration date, such holder may nevertheless
tender such notes with the effect that such tender will be deemed to have been
received on or prior to the expiration date if the guaranteed delivery
procedures set forth in the prospectus under 'The Exchange Offer -- Guaranteed
Delivery Procedures' are followed. Pursuant to such procedures, (1) the tender
must be made by or through an eligible guarantor institution (as defined in
Instruction 2 below), (2) a properly completed and duly executed notice of
guaranteed delivery, substantially in the form provided by Millennium America
herewith, or an agent's message with respect to a guaranteed delivery that is
accepted by Millennium America must be received by the exchange agent on or
prior to the expiration date, and (3) the certificates for the tendered
Unregistered Notes, in proper form for transfer (or a book-entry confirmation of
the transfer of such notes into the exchange agent's account at DTC as described
in the prospectus) together with a letter of transmittal (or manually signed
facsimile thereof) properly completed and duly executed, with any required
signature guarantees and any other documents required by the letter of
transmittal, or a properly transmitted agent's message, must be received by the
exchange agent within three New York Stock Exchange, Inc. trading days after the
execution of the notice of guaranteed delivery.
Upon request to the exchange agent, a notice of guaranteed delivery will be
sent to holders who wish to tender their Unregistered Notes according to the
guaranteed delivery procedures set forth above.
2. GUARANTEE OF SIGNATURES. Signatures on this letter of transmittal must be
guaranteed by a member of or participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program
or the Stock Exchange Medallion Program or by an 'eligible guarantor
institution' within the meaning of Rule 17Ad-15 promulgated under the Securities
Exchange Act of 1934, as amended (banks; brokers and dealers; credit unions;
national securities exchanges; registered securities associations; learning
agencies; and savings associations) unless the Unregistered Notes tendered
hereby are tendered (1) by a registered holder of Unregistered Notes (or by a
participant in DTC whose name appears on a security position listing as the
owner of such notes) who has not completed any of the boxes entitled 'Special
Issuance Instructions' or 'Special Delivery Instructions,' on the letter of
transmittal, or (2) for the account of an 'eligible guarantor institution.' If
the Unregistered Notes are registered in the name of a person other than the
signer of the letter of transmittal or if Unregistered Notes not tendered are to
be returned to, or are to be issued to the order of, a person other than the
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registered holder or if Unregistered Notes not tendered are to be sent to
someone other than the registered holder, then the signature on this letter of
transmittal accompanying the tendered Unregistered Notes must be guaranteed as
described above. Beneficial owners whose Unregistered Notes are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if they desire to tender notes. See 'The Exchange Offer -- Procedures
for Tendering Unregistered Notes,' in the prospectus.
3. WITHDRAWAL OF TENDERS. Except as otherwise provided in the prospectus,
tenders of Unregistered Notes may be withdrawn at any time on or prior to the
expiration date. For a withdrawal of tendered Unregistered Notes to be
effective, a written or facsimile transmission notice of withdrawal must be
received by the exchange agent on or prior to the expiration date at its address
set forth on the cover of this letter of transmittal. Any such notice of
withdrawal must (1) specify the name of the person who tendered the Unregistered
Notes to be withdrawn, (2) identify the Unregistered Notes to be withdrawn,
including the certificate number or numbers shown on the particular certificates
evidencing such notes (unless such notes were tendered by book-entry transfer)
and the aggregate principal amount represented by such notes, and (3) be signed
by the holder of such notes in the same manner as the original signature on the
letter of transmittal by which such notes were tendered (including any required
signature guarantees), or be accompanied by (i) documents of transfer sufficient
to have the trustee register the transfer of the Unregistered Notes into the
name of the person withdrawing such notes, and (ii) a properly completed
irrevocable proxy authorizing such person to effect such withdrawal on behalf of
such holder. If the Unregistered Notes to be withdrawn have been delivered or
otherwise identified to the exchange agent, a signed notice of withdrawal is
effective immediately upon written or facsimile notice of such withdrawal even
if physical release is not yet effected.
Any permitted withdrawal of Unregistered Notes may not be rescinded. Any
Unregistered Notes properly withdrawn will thereafter be deemed not validly
tendered for purposes of the exchange offer. However, properly withdrawn
Unregistered Notes may be retendered by following one of the procedures
described in the prospectus under the caption 'The Exchange Offer -- Procedures
for Tendering Unregistered Notes' at any time prior to the expiration date.
4. PARTIAL TENDERS. Tenders of Unregistered Notes pursuant to the exchange
offer will be accepted only in principal amounts equal to $1,000 or integral
multiples of $1,000. If less than the entire principal amount of any
Unregistered Notes evidenced by a submitted certificate is tendered, the
tendering holder must fill in the principal amount tendered in the last column
of the box entitled 'Description of Unregistered Notes' herein. The entire
principal amount represented by the certificates for all Unregistered Notes
delivered to the exchange agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Unregistered Notes
held by the holder is not tendered, certificates for the principal amount of
Unregistered Notes not tendered and Exchange Notes issued in exchange for any
Unregistered Notes tendered and accepted will be sent (or, if tendered by
book-entry transfer, returned by credit to the account at DTC designated herein)
to the holder unless otherwise provided in the appropriate box on this letter of
transmittal (see Instruction 6), as soon as practicable following the expiration
date.
5. SIGNATURE ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this letter of transmittal is signed by the
registered holder(s) of the Unregistered Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of certificates without
alteration, enlargement or change whatsoever. If this letter of transmittal is
signed by a participant in DTC whose name is shown as the owner of the notes
tendered hereby, the signature must correspond with the name shown on the
security position listing the owner of the Unregistered Notes.
If any of the Unregistered Notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this letter of transmittal. If
any tendered Unregistered Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many copies
of this letter of transmittal and any necessary accompanying documents as there
are different names in which certificates are held.
If this letter of transmittal is signed by the holder, and the certificates
for any principal amount of Unregistered Notes not tendered are to be issued (or
if any principal amount of notes that is not tendered is to be reissued or
returned) to or, if tendered by book-entry transfer, credited to the account of
DTC of the registered holder, and Exchange Notes exchanged for Unregistered
Notes in connection with the exchange offer are to be issued to the order of the
registered holder, then the registered holder need not endorse any certificates
for tendered notes nor provide a separate bond power. In any other case
(including if this letter of transmittal is not
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signed by the registered holder), the registered holder must either properly
endorse the certificates for Unregistered Notes tendered or transmit a separate
properly completed bond power with this letter of transmittal (in either case,
executed exactly as the name(s) of the registered holder(s) appear(s) on such
notes, and, with respect to a participant in DTC whose name appears on a
security position listing as the owner of Unregistered Notes, exactly as the
name(s) of the participant(s) appear(s) on such security position listing), with
the signature on the endorsement or bond power guaranteed by a signature
guarantor or an eligible guarantor institution, unless such certificates or bond
powers are executed by an eligible guarantor institution. See Instruction 2.
Endorsements on certificates for Unregistered Notes and signatures on bond
powers provided in accordance with this Instruction 5 by registered holders not
executing this letter of transmittal must be guaranteed by an eligible
institution. See Instruction 2.
If this letter of transmittal or any certificates representing notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the exchange agent of their authority so to act
must be submitted with this letter of transmittal.
6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering holders
should indicate in the applicable box or boxes the name and address to which
Unregistered Notes for principal amounts not tendered or Exchange Notes
exchanged for Unregistered Notes in connection with the exchange offer are to be
issued or sent, if different from the name and address of the holder signing
this letter of transmittal. In the case of issuance in a different name, the
taxpayer-identification number of the person named must also be indicated. If no
instructions are given, Unregistered Notes not tendered will be returned to the
registered holder of the Unregistered Notes tendered. For holders of
Unregistered Notes tendered by book-entry transfer, Unregistered Notes not
tendered will be returned by crediting the account at DTC designated above.
7. TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9. Each tendering
holder is required to provide the exchange agent with its correct taxpayer
identification number, which, in the case of a holder who is an individual, is
his or her social security number. If the exchange agent is not provided with
the correct taxpayer identification number, the holder may be subject to backup
withholding and a $50 penalty imposed by the Internal Revenue Service. If
withholding results in an over-payment of taxes, a refund may be obtained.
Certain holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed 'Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9' for additional instructions.
To prevent backup withholding, each holder tendering Unregistered Notes must
provide such holder's correct taxpayer identification number by completing the
Substitute Form W-9, certifying that the taxpayer identification number provided
is correct (or that such holder is awaiting a taxpayer identification number),
and that (i) the holder has not been notified by the Internal Revenue Service
that such holder is subject to backup withholding as a result of failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Unregistered Notes are registered in more than one name or are not in the
name of the actual owner, consult the 'Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9' for information on which tax payer
identification number to report.
Millennium America reserves the right in its sole discretion to take
whatever steps are necessary to comply with its obligation regarding backup
withholding.
8. TRANSFER TAXES. Millennium America will pay all transfer taxes, if any,
required to be paid by Millennium America in connection with the exchange of the
Unregistered Notes for the Exchange Notes. If, however, Exchange Notes, or
Unregistered Notes for principal amounts not tendered or accepted for exchange,
are to be delivered to, or are to be issued in the name of, any person other
than the registered holder of the Unregistered Notes tendered, or if a transfer
tax is imposed for any reason other than the exchange of the Unregistered Notes
in connection with the exchange offer, then the amount of any transfer tax
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of the transfer
taxes or exemption therefrom is not submitted with the letter of transmittal,
the amount of such transfer taxes will be billed directly to the tendering
holder.
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9. MUTILATED, LOST, STOLEN OR DESTROYED UNREGISTERED NOTES. Any holder whose
Unregistered Notes have been mutilated, lost, stolen or destroyed should contact
the exchange agent at the address indicated above for further instructions.
10. IRREGULARITIES. All questions as to the validity, form, eligibility,
time of receipt, acceptance and withdrawal of any tenders of Unregistered Notes
pursuant to the procedures described in the prospectus and the form and validity
of all documents will be determined by Millennium America, in its sole
discretion, which determination shall be final and binding on all parties.
Millennium America reserves the absolute right, in its sole discretion, to
reject any or all tenders of any Unregistered Notes determined by it not to be
in proper form or the acceptance of which may, in the opinion of Millennium
America's counsel, be unlawful. Millennium America also reserves the absolute
right, in its sole discretion, to waive or amend any of the conditions of the
exchange offer or to waive any defect or irregularity in the tender of any
particular Unregistered Notes, whether or not similar defects or irregularities
are waived in the case of other tenders. Millennium America's interpretations of
the terms and conditions of the exchange offer (including, without limitation,
the instructions in this letter of transmittal) shall be final and binding. No
alternative, conditional or contingent tenders will be accepted. Unless waived,
any irregularities in connection with tenders must be cured within such time as
Millennium America shall determine. None of Millennium America, the exchange
agent or any other person will be under any duty to give notification of any
defects or irregularities in such tenders or will incur any liability to holders
for failure to give such notification. Tenders of such Unregistered Notes shall
not be deemed to have been made until such irregularities have been cured or
waived. Any Unregistered Notes received by the exchange agent that are not
properly tendered and as to which the irregularities have not been cured or
waived will be returned by the exchange agent to the tendering holders, unless
such holders have otherwise provided herein, promptly following the expiration
date.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for assistance or additional copies
of the prospectus and this letter of transmittal, may be directed to the
exchange agent at the address and telephone number set forth above. Holders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the exchange offer.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
CERTIFICATES FOR UNREGISTERED NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.
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<Table>
Substitute Form
W-9 PAYER'S NAME: THE BANK OF NEW YORK
- --------------------------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------------------------
Business Name (if different from above)
- --------------------------------------------------------------------------------------------------
Check Appropriate box: [ ] Individual/Sole proprietor [ ] Corporation [ ] Partnership [ ]
Other .........................................................................................
- --------------------------------------------------------------------------------------------------
Address (number, street, apt/suite)
- --------------------------------------------------------------------------------------------------
City, state and ZIP code
- --------------------------------------------------------------------------------------------------
PART I TAXPAYER IDENTIFICATION NUMBER (TIN)
- --------------------------------------------------------------------------------------------------
Enter your TIN in the box at right. For individuals, -------------------------------------
this is your social security number (SSN). HOWEVER, Social Security Number(s)
FOR A RESIDENT ALIEN, SOLE PROPRIETOR, OR DISREGARDED OR
ENTITY, SEE INSTRUCTIONS. For other entities, it is -------------------------------------
your employer identification number (EIN). If you do Employer Identification Number(s)
not have a number, see HOW TO GET A TIN in
Instructions
NOTE: If the account is in more than one name, see
Instructions for guidelines on whose number to enter.
--------------------------------------
PART II
FOR U.S. PAYEES EXEMPT FROM
BACKUP WITHHOLDING
(see Instructions)
--------------------------------------
- --------------------------------------------------------------------------------------------------
PART III CERTIFICATION
- --------------------------------------------------------------------------------------------------
Under penalties of perjury, I certify that:
1.The number shown on this form is my correct taxpayer identification number (or I am waiting
for a number to be issued to me), AND
2.I am not subject to backup withholding either because: (A) I am exempt from backup
withholding, or (B) I have not been notified by the Internal Revenue Service (the 'IRS') that
I am subject to backup withholding as a result of a failure to report all interest or
dividends, or (C) the IRS has notified me that I am no longer subject to backup withholding,
AND
3. I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been notified by the IRS
that you are subject to backup withholding because you have failed to report all interest and
dividends on your tax return. However, if after being notified by the IRS that you are subject
to backup withholding you receive another notification from the IRS stating that you are not
subject to backup withholding, do not cross out item 2.
- --------------------------------------------------------------------------------------------------
SIGN HERE SIGNATURE OF
U.S. PERSON DATE
- --------------------------------------------------------------------------------------------------
</Table>
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