LETTER OF TRANSMITTAL
EXCHANGE OFFER FOR ALL OUTSTANDING
6.95% DEBENTURES DUE 2028
OF
TIME WARNER COMPANIES, INC.
FULLY AND UNCONDITIONALLY GUARANTEED BY
TIME WARNER INC.
AND
TURNER BROADCASTING SYSTEM, INC.
PURSUANT TO THE PROSPECTUS DATED FEBRUARY 13, 1998
THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON MARCH 30,
1998, UNLESS EXTENDED (THE 'EXPIRATION DATE'). TENDERS MAY BE WITHDRAWN PRIOR
TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
DELIVERY TO: THE CHASE MANHATTAN BANK, EXCHANGE AGENT
By Mail, Hand or Overnight Courier Facsimile Transmission Number
55 Water Street (212) 638-7375 or
Room 234, North Building (212) 344-9367
New York, NY 10041 (FOR ELIGIBLE
Attention: Carlos Esteves INSTITUTIONS ONLY)
(IF BY MAIL, REGISTERED OR Confirm by Telephone
CERTIFIED MAIL RECOMMENDED) (212) 638-0828
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION OF INSTRUCTION VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated February 13, 1998 (the 'Prospectus'), of Time Warner
Companies, Inc., a Delaware corporation ('TWC'), and this Letter of Transmittal
(the 'Letter'), which together constitute TWC's offer (the 'Exchange Offer') to
exchange an aggregate principal amount of up to $500,000,000 of its 6.95%
Debentures Due 2028 (the 'Exchange Debentures'), for a like principal amount of
its issued and outstanding 6.95% Debentures Due 2028 (the 'Outstanding
Debentures') with the holders thereof. The Exchange Debentures will be
unconditionally guaranteed by Time Warner Inc. and Turner Broadcasting System,
Inc.
For each Outstanding Debenture accepted for exchange, the holder of such
Outstanding Debenture will receive an Exchange Debenture having a principal
amount equal to that of the surrendered Outstanding Debenture. Interest on the
Exchange Debentures will accrue from the last interest payment date on which
interest was paid on the Outstanding Debentures surrendered in exchange
therefor, or if no interest has been paid on the Outstanding Debentures, from
January 12, 1998. Holders of Outstanding Debentures whose Outstanding Debentures
are accepted for exchange will not receive any payment in respect of interest on
such Outstanding Debentures otherwise payable on any interest payment date the
record date for which occurs on or after consummation of the Exchange Offer.
Consequently, holders who tender their Outstanding Debentures for Exchange
Debentures will receive the same interest payment on July 15, 1998 (the first
interest payment date with respect to the Outstanding Debentures and the
Exchange Debentures) that they would have received had they not accepted the
Exchange Offer.
This Letter is to be completed by a holder of Outstanding Debentures either
if certificates are to be forwarded herewith or if a tender of certificates for
Outstanding Debentures, if available, is to be made by book-entry transfer to
the account maintained by the Exchange Agent at The Depository Trust Company
(the 'Book-Entry Transfer
Facility') pursuant to the procedures set forth in 'The Exchange
Offer -- Book-Entry Transfer' section of the Prospectus and an Agent's Message
is NOT delivered. Tenders by book-entry transfer may also be made by delivering
an Agent's Message in lieu of this Letter. The term 'Agent's Message' means a
message, transmitted by the Book-Entry Transfer Facility to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation (as defined
below), which states that the Book-Entry Transfer Facility has received an
express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by, and makes
the representations and warranties contained in, this Letter and that TWC may
enforce this Letter against such participant.
Holders of Outstanding Debentures whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Outstanding Debentures into the Exchange Agent's
account at the Book-Entry Transfer Facility (the 'Book-Entry Confirmation') and
all other documents required by this Letter to the Exchange Agent on or prior to
the Expiration Date, must tender their Outstanding Debentures according to the
guaranteed delivery procedures set forth in 'The Exchange Offer -- Guaranteed
Delivery Procedures' section of the Prospectus. See Instruction 1. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Outstanding Debentures to which this Letter relates. If the
space provided below is inadequate, the certificate numbers and principal amount
of Outstanding Debentures should be listed on a separate signed schedule affixed
hereto.
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OUTSTANDING DEBENTURES
- ------------------------------------------------------------------------------------------------------------------------------
1 2 3
- ------------------------------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL
AMOUNT OF PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE OUTSTANDING AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* DEBENTURE(S) TENDERED
- ------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------
Total
- ------------------------------------------------------------------------------------------------------------------------------
* Need not be completed if Outstanding Debentures are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Outstanding Debentures
represented by the Outstanding Debentures indicated in column 2. See Instruction 2. Outstanding Debentures tendered hereby
must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.
- ------------------------------------------------------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED OUTSTANDING DEBENTURES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number ________________________ Transaction Code Name ______________
By crediting the Outstanding Debentures to the Exchange Agent's account at
the Book-Entry Transfer Facility's Automated Tender Offer Program ('ATOP') and
by complying with applicable ATOP procedures with respect to the Exchange Offer,
including transmitting to the Exchange Agent a computer-generated message (an
'Agent's Message') in which the holder of the Outstanding Debentures
acknowledges and agrees to be bound by the terms of, and makes the
representations and warranties contained in, this Letter, the participant in the
Book-Entry Transfer Facility confirms on behalf of itself and the beneficial
owners of such Outstanding Debentures all provisions of this Letter (including
all representations and warranties) applicable to it and such beneficial owner
as fully as if it had completed the information required herein and executed and
transmitted this Letter to the Exchange Agent.
2
[ ] CHECK HERE IF TENDERED OUTSTANDING DEBENTURES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which guaranteed delivery ______________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number ___________________________ Transaction Code Name ___________
[ ] 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: ___________________________________________________________________
___________________________________________________________________
3
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Outstanding Debentures not
exchanged and/or Exchange Debentures are to be issued in the name of and
sent to someone other than the person or persons whose signature(s)
appear(s) on this Letter above, or if Outstanding Debentures delivered by
book-entry transfer which are not accepted for exchange are to be returned
by credit to an account maintained at the Book-Entry Transfer Facility
other than the account indicated above.
Issue: Exchange Debentures and/or Outstanding Debentures to:
Name(s) __________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address __________________________________________________________________
__________________________________________________________________________
(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Outstanding Debentures delivered by book-entry
transfer to the Book-Entry Transfer Facility account set forth below.
__________________________________________________________________________
(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
- -------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Outstanding Debentures not
exchanged and/or Exchange Debentures are to be sent to someone other than
the person or persons whose signature(s) appear(s) on this letter above or
to such person or persons at an address other than shown in the box
entitled 'Description of Outstanding Debentures' on this Letter above.
Mail: Exchange Debentures and/or Outstanding Debentures to:
Name(s) __________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address __________________________________________________________________
__________________________________________________________________________
(ZIP CODE)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
OUTSTANDING DEBENTURES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
4
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
Dated: ___________________ , 1998
X _______________________________ _____________________________ , 1998
X _______________________________ _____________________________ , 1998
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number _________________________________
If a holder is tendering any Outstanding Debentures, this
Letter must be signed by the registered holder(s) as the name(s)
appear(s) on the certificate(s) for the Outstanding Debentures
or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is
by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity,
please set forth full title. See Instruction 3.
Name(s): _______________________________________________________
_______________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: ______________________________________________________
Address: _______________________________________________________
_______________________________________________________
(INCLUDING ZIP CODE)
SIGNATURE OF GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: _______________________________________
(AUTHORIZED SIGNATURE)
________________________________________________________________
(TITLE)
________________________________________________________________
(NAME AND FIRM)
Dated: ___________________________________________________, 1998
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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 TWC the aggregate principal amount of Outstanding
Debentures indicated above. Subject to, and effective upon, the acceptance for
exchange of the Outstanding Debentures tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, TWC all rights, title and
interest in and to such Outstanding Debentures as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Debentures tendered hereby and that TWC 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 accepted by TWC. The
undersigned hereby further represents that any Exchange Debentures acquired in
exchange for Outstanding Debentures tendered hereby will have been acquired in
the ordinary course of business of the person receiving such Exchange
Debentures, whether or not such person is the undersigned, that neither the
holder of such Outstanding Debentures nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such Exchange Debentures and that neither the holder of such Outstanding
Debentures nor any such other person is an 'affiliate,' as defined in Rule 405
under the Securities Act of 1933, as amended (the 'Securities Act'), of TWC, TWI
or TBS.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on an interpretation by the staff of the Securities and Exchange
Commission (the 'Commission') that the Exchange Debentures issued in exchange
for the Outstanding Debentures pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an 'affiliate' of TWC 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
Debentures are acquired in the ordinary course of such holders' business and
such holders have no arrangements with any person to participate in the
distribution of such Exchange Debentures. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of Exchange Debentures. If the
undersigned is a broker-dealer that will receive Exchange Debentures for its own
account in exchange for Outstanding Debentures, it represents that the
Outstanding Debentures to be exchanged for the Exchange Debentures were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Debentures; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
'underwriter' within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by TWC to be necessary or desirable to complete the sale,
assignment and transfer of the Outstanding Debentures tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in 'The Exchange
Offer -- Withdrawal of Tenders' section of the Prospectus.
Unless otherwise indicated herein in the box entitled 'Special Issuance
Instructions' above, please deliver the Exchange Debentures (and, if applicable,
substitute certificates representing Outstanding Debentures for any Outstanding
Debentures not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Outstanding Debentures, please credit the account
indicated above maintained at the Book-Entry Transfer Facility. Similarly,
unless otherwise indicated under the box entitled 'Special Delivery
Instructions' above, please send the Exchange Debentures (and, if applicable,
substitute certificates representing Outstanding Debentures for any Outstanding
Debentures not exchanged) to the undersigned at the address shown above in the
box entitled 'Description of Outstanding Debentures.'
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED 'DESCRIPTION OF OUTSTANDING
DEBENTURES' ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OUTSTANDING DEBENTURES AS SET FORTH IN SUCH BOX ABOVE.
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
FOR THE 6.95% DEBENTURES DUE 2028
IN EXCHANGE FOR THE 6.95% DEBENTURES DUE 2028 OF TIME WARNER COMPANIES, INC.
1. DELIVERY OF THIS LETTER AND DEBENTURES; TENDER BY BOOK-ENTRY TRANSFER IN LIEU
OF THIS LETTER; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by debentureholders either if (1)
certificates are to be forwarded herewith or (2) tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in 'The Exchange
Offer -- Book-Entry Transfer' section of the Prospectus and an Agent's Message
is NOT delivered. Tenders by book-entry transfer may also be made by delivering
an Agent's Message in lieu of this Letter of Transmittal. The term 'Agent's
Message' means a message, transmitted by the Book-Entry Transfer Facility to and
received by the Exchange Agent and forming a part of a Book-Entry Confirmation,
which states that the Book-Entry Transfer Facility has received an express
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by, and makes the
representations and warranties contained in, the Letter of Transmittal and that
TWC may enforce the Letter of Transmittal against such participant.
Certificates for all physically tendered Outstanding Debentures, or
Book-Entry Confirmation, as the case may be, as well as a properly completed and
duly executed Letter (or manually signed facsimile hereof or an Agent's Message
in lieu thereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein or prior to the
Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Outstanding Debentures tendered hereby must
be in denominations of principal amount of $1,000 and any integral multiple
thereof.
Debentureholders whose certificates for Outstanding Debentures are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Outstanding Debentures pursuant to the guaranteed delivery
procedures set forth in 'The Exchange Offer -- Guaranteed Delivery Procedures'
section of the Prospectus. Pursuant to such procedures, (i) such tender must be
made through an Eligible Institution, (ii) prior to Midnight, New York City
time, on the Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by TWC (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of
Outstanding Debentures, the certificate number of numbers of such Outstanding
Debentures and the principal amount of Outstanding Debentures tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange ('NYSE') trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically tendered
Outstanding Debentures, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, together with a properly completed and duly
executed Letter (or a facsimile thereof or an Agent's Message in lieu thereof),
with any required signature guarantees and any other documents required by the
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically tendered Outstanding Debentures,
in proper form for transfer, or Book-Entry Confirmation, as the case may be,
together with a properly completed and duly executed Letter (or a facsimile
thereof or an Agent's Message in lieu thereof) with any required signature
guarantees and all other documents required by this Letter, are received by the
Exchange Agent within three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Outstanding Debentures and all
other required documents is at the election and risk of the tendering holders,
but the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If Outstanding Debentures are sent by mail, it is suggested
that the mailing be made sufficiently in advance of the Expiration Date to
permit delivery to the Exchange Agent prior to midnight, New York City time, on
the Expiration Date.
See 'The Exchange Offer' section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO DEBENTUREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Outstanding Debentures evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Outstanding Debentures to be tendered in the box
above entitled 'Description of Outstanding Debentures -- Principal Amount
Tendered.' A reissued certificate
7
representing the balance of nontendered Outstanding Debentures will be sent to
such tendering holder, unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. ALL OF THE OUTSTANDING DEBENTURES
DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS
OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Outstanding
Debentures tendered hereby, the signature must correspond exactly with the name
as written on the face of the certificate without any change whatsoever.
If any tendered Outstanding Debentures are owned of record by two or more
joint owners, all of such owners must sign this Letter.
If any tendered Outstanding Debentures are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the
Outstanding Debentures specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Debentures are to be issued, or any untendered Outstanding Debentures are to be
reissued, to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administration, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
person should so indicate when signing, and, unless waived by TWC, proper
evidence satisfactory to TWC of their authority to so act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING DEBENTURES OR SIGNATURES ON
BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS
A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY HAVING AN OFFICER OR CORRESPONDENT IN THE UNITED STATES (AN
'ELIGIBLE INSTITUTION').
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OUTSTANDING DEBENTURES ARE TENDERED: (I) BY A
REGISTERED HOLDER OF OUTSTANDING DEBENTURES (WHICH TERM, FOR PURPOSES OF THE
EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY
SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH
OUTSTANDING DEBENTURES) WHO HAS NOT COMPLETED THE BOX ENTITLED 'SPECIAL ISSUANCE
INSTRUCTIONS' OR 'SPECIAL DELIVERY INSTRUCTIONS' ON THIS LETTER, OR (II) FOR THE
ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Outstanding Debentures should indicate in the
applicable box the name and address to which Exchange Debentures issued pursuant
to the Exchange Offer and/or substitute certificates evidencing Outstanding
Debentures not exchanged are to be issued or sent, if different from the name or
address of the person signing this Letter. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated. Debentureholders tendering Outstanding
Debentures by book-entry transfer may request that Outstanding Debentures not
exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such noteholder may designate hereon. If no such instructions are
given, such Outstanding Debentures not exchanged will be returned to the name or
address of the person signing this Letter.
5. TRANSFER TAXES.
TWC will pay all transfer taxes, if any, applicable to the transfer of
Outstanding Debentures to it or its order pursuant to the Exchange Offer. If
however, Exchange Debentures and/or substitute Outstanding Debentures not
exchanged are to be delivered to, or are to be registered or issued in the name
of, any person other than the
8
registered holder of the Outstanding Debentures tendered hereby, or if tendered
Outstanding Debentures are registered in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed for any reason other
than the transfer of Outstanding Debentures to TWC or its order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OUTSTANDING DEBENTURES SPECIFIED IN
THIS LETTER.
6. WAIVER OF CONDITIONS.
TWC reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Outstanding Debentures, by execution of this
Letter or an Agent's Message in lieu thereof, shall waive any right to receive
notice of the acceptance of their Outstanding Debentures for exchange.
8. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING DEBENTURES.
Any holder whose Outstanding Debentures have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
9