LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
ALL OUTSTANDING 10% SENIOR DISCOUNT NOTES DUE 2008
FOR 10% SENIOR EXCHANGE DISCOUNT NOTES DUE 2008
OF
ICG SERVICES, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JULY , 1998 UNLESS EXTENDED (THE "EXPIRATION DATE").
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Deliver To:
Norwest Banks, Exchange Agent
By Registered or Certified Mail: By Facsimile: By Hand or Overnight Courier:
(612) 667-4972
Norwest Banks Norwest Banks
Corporate Trust Section Corporate Trust Section
P.O. Box 1517 Confirm by NorthStar East Building
Minneapolis MN 55480-1517 Telephone: Sixth and Marquette Avenues
(612) 667-4070 Minneapolis MN 55479-0113
Delivery of this instrument to an address other than as set
forth above or transmission of instructions via a facsimile
number other than the one listed above will not constitute a
valid delivery. The instructions accompanying this Letter of
Transmittal should be read carefully before this Letter of
Transmittal is completed.
The undersigned acknowledges that he or she has received and
reviewed the Prospectus dated June , 1998 (the "Prospectus")
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of ICG Services, Inc. (the "Issuer") and this Letter of
Transmittal (the "Letter of Transmittal"), which together
constitute (i) the Issuer's offer (the "Exchange Offer") to
exchange its outstanding 10% Senior Discount Notes due 2008 (the
"Old Notes"), of which an aggregate of $490,000,000 in principal
amount at maturity is outstanding as of the date hereof, for an
equal principal amount of newly issued 10% Senior Exchange
Discount Notes due 2008 (the "New Notes"). The New Notes have
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which
the Prospectus is a part. Old Notes may be tendered only in
integral multiples of $1,000. Other capitalized terms used but
not defined herein have the meaning given to them in the
Prospectus.
This Letter of Transmittal is to be completed by a holder of
Old Notes either if certificates are to be forwarded herewith or
if a tender of certificates for Old Notes, 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 Offers -- Book-Entry Transfer" section of the
Prospectus. Holders of Old Notes whose certificates are not
immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their
Old Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter of Transmittal to the Exchange
Agent on or prior to the Expiration Date, must tender their Old
Notes according to the guaranteed delivery procedures set forth
in "The Exchange Offers -- 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 term "Holder" with respect to the Exchange Offer means
any person in whose name Old Notes are registered on the books of
the Issuer or any other person who has obtained a properly
completed bond power from the registered holder. 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 who wish to tender their
Old Notes must complete this letter in its entirety.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOX
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DESCRIPTION OF 10% SENIOR DISCOUNT NOTES DUE 2008
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PRINCIPAL
AMOUNT
NAMES AND AGGREGATE TENDERED
ADDRESS(ES) OF PRINCIPAL (MUST BE IN
REGISTERED HOLDERS AMOUNT INTEGRAL
(PLEASE FILL IN, CERTIFICATE REPRESENTED BY MULTIPLES OF
IF BLANK) NUMBER(S) CERTIFICATE(S) $1,000)*
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TOTAL
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* Unless indicated in the column labeled "Principal Amount
Tendered," any tendering Holder of 10% Senior Discount Notes
due 2008 will be deemed to have tendered the entire aggregate
principal amount represented by the column labeled "Aggregate
Principal Amount Represented by Certificate(s)."
If the space provided above is inadequate, list the
certificate numbers and principal amounts on a separate signed
schedule and affix the list to this Letter of Transmittal.
The minimum permitted tender is $1,000 in principal amount of
10% Senior Discount Notes due 2008. All other tenders must be
in integral multiples of $1,000.
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING (FOR USE
BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER DEFINED) ONLY):
Name of Tendering Institution
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Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED
HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY):
Name(s) of Registered Old Noteholder(s)
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Date of Execution of Notice of Guaranteed Delivery
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Window Ticket Number (if available)
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Name of Institution which Guaranteed Delivery
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Account Number (if delivered by book-entry transfer)
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[COLUMN 1]:
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY (i) if certificates for Old Notes not
tendered, or New Notes issued in exchange for Old Notes accepted
for exchange, are to be issued in the name of someone other than
the undersigned, or (ii) if Old Notes tendered by book-entry
transfer which are not exchanged are to be returned by credit to
an account maintained at Depository Trust Company ("DTC").
Issue certificate(s) to:
Name
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(Please Print)
Address
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(Include Zip Code)
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(Tax Identification or Social Security No.)
Credit Old Notes not exchanged and delivered by book-entry
transfer to the DTC account set forth below:
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DTC Account Number
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[COLUMN 2]:
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Notes not tendered,
or New Notes issued in exchange for Old Notes accepted for
exchange, are to be sent to someone other than the undersigned,
or to the undersigned at an address other than that shown above.
Mail to:
Name
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(Please Print)
Address
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(Include Zip Code)
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(Tax Identification or Social Security No.)
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-3-
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer,
the undersigned hereby tenders to the Issuer the principal amount
of Old Notes indicated above. Subject to and effective upon the
acceptance for exchange of the principal amount of Old Notes
tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to, or upon the order
of, the Issuer all right, title and interest in and to the Old
Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent its agent and attorney-in-
fact (with full knowledge that the Exchange Agent also acts as
the agent of the Issuer) with respect to the tendered Old Notes
with full power of substitution to (i) deliver certificates for
such Old Notes, or transfer ownership of such Old Notes on the
account books maintained by DTC, to the Issuer and deliver all
accompanying evidences of transfer and authenticity to, or upon
the order of, the Issuer and (ii) present such Old Notes for
transfer on the books of the Issuer and receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old
Notes, all in accordance with the terms of the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed
to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or
she has full power and authority to tender, sell, assign and
transfer the Old Notes tendered hereby and that the Issuer 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 the Issuer.
The undersigned hereby further represents that (i) any New Notes
acquired in exchange for Old Notes tendered hereby will have been
acquired in the ordinary course of business of the person
receiving such New Notes, whether or not the undersigned, (ii)
neither the undersigned nor any such other person is engaging in
or intends to engage in a distribution of the New Notes, (iii)
neither the Holder nor any such other person has an arrangement
or understanding with any person to participate in the
distribution of such New Notes and (iv) neither the Holder nor
any such other person is an "affiliate," as defined in Rule 405
under the Securities Act, of the Issuer.
The undersigned also acknowledges that this Exchange Offer
is being made in reliance upon interpretations contained in
letters issued to third parties by the staff of the Securities
and Exchange Commission (the "SEC") that the New Notes issued in
exchange for the Old Notes 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 the
Issuer 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 New Notes
are acquired in the ordinary course of such holders' business and
such holders are not engaging in and do not intend to engage in a
distribution of the New Notes and have no arrangement or
understanding with any person to participate in distribution of
such New Notes. 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 New Notes. If the
undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Old 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 New Notes; 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 the Exchange Agent or the Issuer
to be necessary or desirable to complete the assignment, transfer
and purchase of the Old Notes tendered hereby.
For purposes of the Exchange Offer, the Issuer shall be
deemed to have accepted validly tendered Old Notes when, as and
if the Issuer has given oral or written notice thereof to the
Exchange Agent.
If any tendered Old Notes are not accepted for exchange
pursuant to the Exchange Offer for any reason, certificates for
any such unaccepted Old Notes will be returned, without expense,
to the undersigned at the address shown below or at a different
address as may be indicated herein under "Special Delivery
Instructions" as promptly as practicable after the Expiration
Date.
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 of the
undersigned under this Letter of Transmittal shall be binding
upon the undersigned's heirs, personal representatives,
successors and assigns.
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The undersigned understands that tenders of Old Notes
pursuant to the procedures described under the caption "The
Exchange Offers -- Procedures for Tendering" in the Prospectus
and in the instructions hereto will constitute a binding
agreement between the undersigned and the Issuer upon the terms
and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance
Instructions," please issue the certificates representing the New
Notes issued in exchange for the Old Notes accepted for exchange
and return any Old Notes not tendered or not exchanged, in the
name(s) of the undersigned. Similarly, unless otherwise indicated
under "Special Delivery Instructions," please send the
certificates representing the New Notes issued in exchange for
the Old Notes accepted for exchange and any certificates for Old
Notes not tendered or not exchanged (and accompanying documents,
as appropriate) to the undersigned at the address shown below the
undersigned's signature(s). In the event that both "Special
Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the New
Notes issued in exchange for the Old Notes accepted for exchange
in the name(s) of, and return any Old Notes not tendered or not
exchanged and send said certificates to, the person(s) so
indicated. The undersigned recognizes that the Issuer has no
obligation pursuant to the "Special Payment Instructions" and
"Special Delivery Instructions" to transfer any Old Notes from
the name of the registered holder(s) thereof if the Issuer does
not accept for exchange any of the Old Notes so tendered.
Holders of Old Notes who wish to tender their Old Notes and
(i) whose Old Notes are not immediately available, or (ii) who
cannot deliver their Old Notes, this Letter of Transmittal or any
other documents required hereby to the Exchange Agent prior to
the Expiration Date (or who cannot comply with the book-entry
transfer procedure on a timely basis), may tender their Old Notes
according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offers -- Guaranteed
Delivery Procedures." See Instruction 1 regarding the completion
of this Letter of Transmittal, printed below.
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PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X
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Date
X
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Signature(s) of Registered Holder(s) Date
or Authorized Signatory
Area Code and Telephone Number:
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The above lines must be signed by the registered holder(s)
of Old Notes as their name(s) appear(s) on the Old Notes or by
person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of
which must be transmitted with this Letter of Transmittal. If
Old Notes to which this Letter of Transmittal relate are held of
record by two or more joint holders, then all such holders must
sign this Letter of Transmittal. If signature is by 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 (i) set forth his
or her full title below and (ii) unless waived by the Issuer,
submit evidence satisfactory to the Issuer of such person's
authority so to act. See Instruction 4 regarding the completion
of this Letter of Transmittal, printed below.
Name(s):
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
Signature(s) Guaranteed by an Eligible Institution (as
hereinafter defined):
(If required by Instruction 4)
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(Authorized Signature)
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(Title)
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(Name of Firm)
Dated: , 1998
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-6-
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.
The tendered Old Notes or any confirmation of a book-entry
transfer (a "Book-Entry Confirmation"), as well as 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 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
Old Notes, this Letter of Transmittal and all other required
documents to the Exchange Agent is at the election and risk of
the Holder and, except as otherwise provided below, the delivery
will be deemed made only when actually received or confirmed by
the 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 delivery to the Exchange Agent before the Expiration Date.
No Letter of Transmittal or Old Notes should be sent to the
Issuer.
Holders who wish to tender their Old Notes and (i) whose Old
Notes are not immediately available, or (ii) who cannot deliver
their Old Notes, this Letter of Transmittal or any other
documents required hereby to the Exchange Agent prior to the
Expiration Date or (iii) who are unable to complete the procedure
for book-entry transfer on a timely basis, must tender their Old
Notes according to the guaranteed delivery procedures set forth
in the Prospectus. Pursuant to such procedure: (i) such tender
must be made by or through an Eligible Institution (as
hereinafter defined); (ii) prior to the Expiration Date, the
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 Old
Notes, the certificate number or numbers of such Old Notes and
the principal amount of Old Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within five
New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or facsimile hereof) together with
the certificate(s) representing the Old Notes (or a Book-Entry
Confirmation) and any other required documents will be deposited
by the Eligible Institution with the Exchange Agent; and (iii)
such properly completed and executed Letter of Transmittal (or
facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificates(s) representing
all tendered Old Notes (or a Book-Entry Confirmation) in proper
form for transfer, must be received by the Exchange Agent within
five New York Stock Exchange trading days after the Expiration
Date, all as provided in the Prospectus under the caption "The
Exchange Offers -- Guaranteed Delivery Procedures." Any Holder
of Old Notes who wishes to tender his or her Old Notes pursuant
to the guaranteed delivery procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed
Delivery prior to 5:00 p.m., New York City time, on the
Expiration Date. Upon request of the Exchange Agent, a Notice of
Guaranteed Delivery will be sent to Holders who wish to tender
their Old Notes according to the guaranteed delivery procedures
set forth above.
All questions as to the validity, form, eligibility
(including time of receipt), acceptance of tendered Old Notes and
withdrawal of tendered Old Notes will be determined by the Issuer
in its sole discretion, which determination will be final and
binding. The Issuer reserves the absolute right to reject any
and all Old Notes not properly tendered or any Old Notes the
Issuer's acceptance of which would, in the opinion of counsel for
the Issuer, be unlawful. The Issuer also reserves the right to
waive any irregularities or conditions of tender as to particular
Old Notes. The Issuer's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in
this Letter of Transmittal) shall be final and binding on all
parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such
time as the Issuer shall determine. Neither the Issuer, the
Exchange Agent nor any other person shall be under any duty to
give notification of defects or irregularities with respect to
tenders of Old Notes, nor shall any of them incur any liability
for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Notes received
by the Exchange Agent 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 Agent to the tendering Holders
of Old Notes, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration
Date.
2. TENDER BY HOLDER. Only a Holder of Old Notes may
tender such Old Notes in the Exchange Offer. Any beneficial
holder of Old Notes who is not the registered holder and who
wishes to tender should arrange with the registered holder to
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execute and deliver this Letter of Transmittal on his behalf or
must, prior to completing and executing this Letter of
Transmittal and delivering his Old Notes, either make appropriate
arrangements to register ownership of the Old Notes in such
holder's name or obtain a properly completed bond power from the
registered holder.
3. PARTIAL TENDERS. Tenders of Old Notes will be accepted
only in integral multiples of $1,000. If less than the entire
principal amount of any Old Notes is tendered, the tendering
Holder should fill in the principal amount tendered in the third
column of the box entitled "Description of 10% Senior Discount
Notes due 2008" above. The entire principal amount of Old Notes
delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal
amount of all Old Notes is not tendered, then Old Notes for the
principal amount of Old Notes not tendered and a certificate or
certificates representing New Notes issued in exchange for any
Old Notes 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, promptly after the
Old Notes are accepted for exchange.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS
AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of
Transmittal (or facsimile hereof) is signed by the record
Holder(s) of the Old Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the Old
Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is
signed by the registered holder or holders of Old Notes tendered
and the certificate or certificates for New Notes issued in
exchange therefor is to be issued (or any untendered principal
amount of Old Notes is to be reissued) to the registered holder,
the said holder need not and should not endorse any tendered Old
Notes, nor provide a separate bond power. In any other case,
such holder must either properly endorse the Old Notes 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 facsimile hereof) is
signed by a person other than the registered holder or holders of
any Old Notes listed, such Old Notes must be endorsed or
accompanied by appropriate bond powers, in each case signed as
the name of the registered holder or holders appears on the Old
Notes.
If this Letter of Transmittal (or facsimile hereof) or any
Old Notes 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 the Issuer, evidence satisfactory to the Issuer
of their authority so to act must be submitted with this Letter
of Transmittal.
Endorsements on Old Notes or signatures on bond powers
required by this Instruction 4 must be guaranteed by an Eligible
Institution.
Except as otherwise provided below, all signatures on this
Letter of Transmittal must be guaranteed by a participant in a
Recognized Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not
be guaranteed if (a) this Letter of Transmittal is signed by the
registered Holder(s) of the Old Notes tendered herewith and such
Holder(s) have not completed the box set forth herein entitled
"Special Payment Instructions" or the box entitled "Special
Delivery Instructions," or (b) if such Old Notes are tendered for
the account of an Eligible Institution.
5. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. Tendering
Holders should indicate, in the applicable box or boxes, the name
and address to which New Notes or substitute Old Notes 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. In the case of
issuance in a different name, the taxpayer identification or
social security number of the person named must also be
indicated.
6. TRANSFER TAXES. The Issuer will pay all transfer
taxes, if any, applicable to the exchange of Old Notes pursuant
to the Exchange Offer. If, however, certificates representing
New Notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be
-8-
registered or issued in the name of, any person other than the
registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other
than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of
Old Notes pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered holder or
on any other persons) 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 6, it will not be
necessary for transfer tax stamps to be affixed to the Old Notes
listed in this Letter of Transmittal.
7. WAIVER OF CONDITIONS. The Issuer reserves the absolute
right to amend, waive or modify specified conditions in the
Exchange Offer in the case of any Old Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any
tendering Holder whose Old Notes have been mutilated, lost,
stolen or destroyed should contact the Exchange Agent at the
address indicated herein for further instructions.
9. 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 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.
(DO NOT WRITE IN SPACE BELOW)
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CERTIFICATE OLD NOTES OLD NOTES
SURRENDERED TENDERED ACCEPTED
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Delivery
Prepared by Checked By Date
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-9-
NOTICE OF GUARANTEED DELIVERY FOR
ICG SERVICES, INC.
This form or one substantially equivalent hereto must be
used to accept the Exchange Offer of ICG Services, Inc. (the
"Issuer") made pursuant to the Prospectus, dated June , 1998
---
(the "Prospectus"), if certificates for Old Notes of the Issuer
are not immediately available or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date of the
Exchange Offer. Such form may be delivered or transmitted by
telegram, telex, facsimile transmission, mail or hand delivery to
Norwest Banks (the "Exchange Agent") as set forth below. In
addition, in order to utilize the guaranteed delivery procedure
to tender Old Notes pursuant to the Exchange Offer, a completed,
signed and dated Letter of Transmittal (or facsimile thereof)
must also be received by the Exchange Agent prior to 5:00 p.m.,
New York City time, on the Expiration Date. Capitalized terms
not defined herein are defined in the Prospectus.
Deliver To:
Norwest Banks, Exchange Agent
By Registered Mail or By Facsimile: By Hand or Overnight
Certified Mail: (612) 667-4972 Courier:
Norwest Banks Norwest Banks
Corporate Trust Section Corporate Trust Section
P.O. Box 1517 Confirm by NorthStar East Building
Minneapolis MN 55480-1517 Telephone: Sixth and Marquette Avenues
(612) 667-4070 Minneapolis MN 55479-0113
Delivery of this instrument to an address other than as set
forth above, or transmission of instructions via facsimile other
than as set forth above, will not constitute a valid delivery.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus
and the accompanying Letter of Transmittal, the undersigned
hereby tenders to the Issuer the principal amount at maturity of
Old Notes set forth below, pursuant to the guaranteed delivery
procedure described in "The Exchange Offers -- Guaranteed
Delivery Procedures" section of the Prospectus. By so tendering,
the undersigned hereby does make, at and as of the date hereof,
the representations and warranties of a tendering holder of Old
Notes set forth in the Letter of Transmittal.
Principal Amount of Old If Old Notes will be delivered
Notes Tendered: by book-entry transfer to
Depository Trust Company,
$ provide account number.
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Certificate Nos. (if available):
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Total Principal Amount Represented
by Old Notes Certificate(s):
$ Account Number
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ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED
SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND
EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING
UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS
OF THE UNDERSIGNED.
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PLEASE SIGN HERE
X
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X
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Signatures of Owner(s) Date
or Authorized Signatory
Area Code and Telephone
Number:
--------------------
Must be signed by the holder(s) of Old Notes as their
name(s) appear(s) on certificates for Old Notes or on a security
position listing, or by person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this
Notice of Guaranteed Delivery. If 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.
Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE
The undersigned, a member of a registered national
securities exchange, or a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company
having an officer or correspondent in the United States, hereby
guarantees that the certificates representing the principal
amount of Old Notes tendered hereby in proper form or transfer,
or timely confirmation of the book-entry transfer of such Old
Notes into the Exchange Agent's account at Depository Trust
Company pursuant to the procedures set forth in "The Exchange
Offers -- Guaranteed Delivery Procedures" section of the
Prospectus, together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof)
with any required signature guarantee and any other documents
required by the Letter of Transmittal, will be received by the
Exchange Agent at the address set forth above, no later than five
New York Stock Exchange trading days after the date of execution
hereof.
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Name of Firm Authorized Signature
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Address Title
Name:
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Zip Code (Please Type or Print)
Area Code
and Tel. No. Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM.
CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER
OF TRANSMITTAL.
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