EXHIBIT 99.1
CONSENT AND LETTER OF TRANSMITTAL
LORAL CYBERSTAR, INC.
OFFER TO EXCHANGE
LORAL CYBERSTAR'S 10% SENIOR NOTES DUE 2006 GUARANTEED BY LORAL SPACE AND
WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF LORAL SPACE
FOR
LORAL CYBERSTAR'S OUTSTANDING
11 1/4% SENIOR NOTES DUE 2007 AND
12 1/2% SENIOR DISCOUNT NOTES DUE 2007
PURSUANT TO THE PROSPECTUS AND CONSENT SOLICITATION
DATED NOVEMBER , 2001
THIS CONSENT AND LETTER OF TRANSMITTAL IS BEING USED WITH RESPECT TO THE
FOLLOWING SERIES OF OUTSTANDING DEBT SECURITIES (THE "EXISTING NOTES") OF LORAL
CYBERSTAR, INC., A DELAWARE CORPORATION ("LORAL CYBERSTAR"). CHECK ONLY ONE.*
<Table>
<Caption>
CUSIP NO. TITLE OF SECURITY
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[ ] 68628KAC8 11 1/4% Senior Notes due 2007
[ ] 68628KAD6 12 1/2% Senior Discount Notes due 2007
</Table>
THE EXCHANGE OFFER WILL EXPIRE AT 2:00 P.M., NEW YORK CITY TIME,
DECEMBER , 2001 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 2:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
EXCHANGE AGENT: BANKERS TRUST COMPANY
<Table>
By Mail: By Facsimile Transmission: By Overnight Carrier:
BT Services Tennessee, Inc. (615) 835-3701 BT Services Tennessee, Inc.
Reorganization Unit (For Eligible Institutions Only) Reorganization Unit
P.O. Box 292737 Confirm by Telephone: 648 Grassmere Park Rd.
Nashville, TN 37229-2737 (800) 735-7777 Nashville, TN 37211
</Table>
BY TENDERING YOUR EXISTING NOTES IN THE EXCHANGE OFFER, YOU WILL ALSO BE
CONSENTING TO CERTAIN PROPOSED AMENDMENTS TO THE INDENTURES UNDER WHICH THE
EXISTING NOTES WERE ISSUED.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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* If more than one series of existing notes is being tendered, it is necessary
to return a separate form in respect of each series. Please check the
appropriate box at the top of this page to indicate the series of existing
notes to which this Letter of Transmittal relates.
This Consent and Letter of Transmittal (this "Letter") is to be used to
accept an Exchange Offer pursuant to the Prospectus and Consent Solicitation of
Loral CyberStar Company, dated November , 2001 (the "Prospectus").
The undersigned acknowledges that the undersigned has received and reviewed
the Prospectus and Consent Solicitation dated November , 2001 and this Letter,
which together constitute the solicitation of your consent to amend the
indentures governing the Existing Notes as more fully described in the
Prospectus and the Consent Solicitation and the offer (the "Exchange Offer") to
exchange up to $675 million aggregate principal amount of newly issued debt
securities (the "New Notes") of Loral CyberStar, guaranteed by Loral Space &
Communications Ltd. ("Loral Space") and Loral CyberStar's existing and future
restricted subsidiaries, and up to 6,657,096 warrants to purchase common stock
of Loral Space (collectively, the "Exchange Consideration") for any and all of
the $912.5 million aggregate principal amount of the Existing Notes.
This Letter is to be used either if certificates for the Existing Notes are
to be forwarded herewith or if delivery of the Existing Notes is 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 Exchange
Offer -- Procedures for Tendering" in the Prospectus. Delivery of this Letter
and any other required documents should be made to the Exchange Agent. Delivery
of documents to a book-entry transfer facility does not constitute delivery to
the Exchange Agent.
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offers.
All holders of Existing Notes who wish to tender their Existing Notes must,
prior to the Expiration Date: (1) complete, sign, date and mail or otherwise
deliver this Letter to the Exchange Agent, in person or to the address set forth
above; and (2) tender his or her Existing Notes or, if a tender of Existing
Notes 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"), confirm such book-entry transfer (a "Book-Entry Confirmation"), in
each case in accordance with the procedures for tendering described in the
Instructions to this Letter. Holders of Existing Notes whose certificates are
not immediately available, or who are unable to deliver their certificates or
Book-Entry Confirmation and all other documents required by this Letter to be
delivered to the Exchange Agent on or prior to the Expiration Date, must tender
their Existing Notes according to the guaranteed delivery procedures set forth
under the caption "The Exchange Offer -- Guaranteed Delivery Procedure" in the
Prospectus. (See Instruction 1).
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Information Agent, Morrow &
Co., Inc., by calling (800) 607-0088. International noteholders should call
(212) 754-8000 collect. Banks and brokerage firms should call (800) 654-2468.
List in Box 1 below the Existing Notes of which you are the holder. If the
space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Existing Notes on a separate SIGNED schedule and affix that
schedule to this Letter.
2
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
<Table>
<Caption>
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DESCRIPTION OF ORIGINAL SECURITIES TENDERED
AND IN RESPECT OF WHICH CONSENT IS GIVEN
- ------------------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT OF EXISTING NOTES
(PLEASE FILL IN IF BLANK) NUMBER(S)(1) OF EXISTING NOTES TENDERED(2)
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Totals:
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(1) Need not be completed if Existing Notes are being tendered by book-entry transfer.
(2) Unless otherwise indicated, the entire principal amount of Existing Notes represented by a certificate or
Book-Entry Confirmation delivered to the Exchange Agent will be deemed to have been tendered.
- ------------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
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 EXISTING NOTES 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):
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Date of Execution of Notice of Guaranteed Delivery:
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If delivered by book-entry transfer:
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Name of eligible institution that Guaranteed Delivery:
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Account Number:
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[ ] 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:
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Address:
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3
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL,
INCLUDING THE INSTRUCTIONS, CAREFULLY
Ladies and Gentlemen:
The undersigned hereby consents (the "Consent") to the proposed amendments
(the "Proposed Amendments") to the indentures dated as of January 31, 1997
between Loral CyberStar and Bankers Trust Company, as trustee (the "Trustee"),
as described in the Prospectus, with respect to the Existing Notes, and hereby
tenders to Loral CyberStar, the principal amount of Existing Notes indicated in
the table above entitled "Description of Original Securities Tendered and in
Respect of Which Consent is Given," upon the terms and subject to the conditions
set forth in the Prospectus (receipt of which is hereby acknowledged) and in
this Letter. These terms and conditions together constitute (1) Loral CyberStar
and Loral Space's offers to exchange (the "Exchange Offers") newly issued
securities for the applicable series of Existing Notes, as described in the
Prospectus, properly tendered and accepted for exchange, and (2) Loral CyberStar
and Loral Space's solicitation of Consents to the Proposed Amendments (the
"Consent Solicitation").
The undersigned hereby agrees and acknowledges that, by the execution and
delivery hereof, the undersigned delivers the written Consent to the Proposed
Amendments with respect to the principal amount of Original Securities indicated
in the table above entitled "Description of Original Securities Tendered and in
Respect of Which Consent is Given." The undersigned understands that the Consent
delivered hereby shall remain in full force and effect unless and until such
Consent is revoked in accordance with the procedures set forth in the Prospectus
and this Letter. The undersigned understands that Loral CyberStar and Loral
Space elect to provide a subsequent offering period of three to 20 business days
after the initial offering period has expired, no Consents may be revoked. To
amend the indentures, Loral CyberStar must receive Consents from the registered
holders of at least a majority in aggregate principal amount of all outstanding
debt securities issued under the indentures, voting as a single class (the
"Required Consents"). The undersigned understands that the Proposed Amendments
will not become operative unless and until Loral CyberStar accepts for exchange
or purchase debt securities issued under the indentures that represent at least
the Required Consents.
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to Loral CyberStar the aggregate principal amount of
Existing Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Existing Notes tendered with this Letter, the undersigned
exchanges, assigns and transfers to, or upon the order of, Loral CyberStar all
right, title and interest in and to the Existing Notes tendered.
If the undersigned is not a broker-dealer, the undersigned represents that
(i) the Exchange Consideration acquired pursuant to the Exchange Offer is being
obtained in the ordinary course of business of the person receiving such
Exchange Consideration, whether or not such person is the holder, (ii) such
holder or such other person has no arrangement or understanding with any person
to participate in the distribution of such Consideration within the meaning of
the Securities Act of 1933 (the "Securities Act") and is not participating in,
and does not intend to participate in, the distribution of such Exchange
Consideration within the meaning of the Securities Act, and (iii) such holder or
such other person is not an "affiliate," as defined in Rule 405 under the
Securities Act, of Loral CyberStar or, if such holder or such other person is an
affiliate, such holder or such other person will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable.
If the undersigned is a broker-dealer which will receive Exchange
Consideration for its own account in exchange for Existing Notes that were
acquired as a result of market-making activities or other trading activities, it
may be deemed to be an "underwriter" within the meaning of the Securities Act
and it acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale, offer to resell or other
transfer of such Exchange Consideration; 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 constitutes and appoints the Exchange Agent as his or her
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of Loral CyberStar) with respect to the tendered Existing
Notes, with full power of substitution, to: (a) deliver certificates for such
Existing Notes; (b) deliver Existing Notes and all accompanying evidence of
transfer and authenticity to or upon the order of Loral CyberStar upon receipt
by the Exchange Agent, as the undersigned's agent, of the New Notes to which the
undersigned is entitled upon the
4
acceptance by Loral CyberStar of the Existing Notes tendered under the Exchange
Offer; and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Existing Notes, all in accordance with the terms of
the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed irrevocable and coupled with an interest.
If the undersigned is not the registered holder of the Existing Notes
listed in the box above labeled "Description of Original Securities Tendered and
in Respect of Which Consent is Given," or such holder's legal representative or
attorney-in-fact, then in order to validly consent, the undersigned will have to
obtain a properly completed irrevocable proxy that authorizes the undersigned
(or the undersigned's legal representative or attorney-in-fact) to deliver
Consents in respect of such Existing Notes on behalf of the holder thereof, and
such proxy will have to be delivered with this Letter.
The undersigned understands that tenders of Existing Notes may be
withdrawn, and Consents may be revoked, at any time prior to the expiration of
the Exchange Offer, unless Loral CyberStar and Loral Space elect to provide a
subsequent offering period of three to 20 business days after the initial
offering period has expired, during which no Consent may be withdrawn. A valid
withdrawal of tendered Existing Notes will constitute the concurrent valid
revocation of such holder's related Consents in respect of such Existing Notes.
In order for a holder to revoke a Consent, such holder must withdraw the related
tendered Existing Notes. In the event of a termination of the Exchange Offers,
the Existing Notes tendered pursuant to the Exchange Offers will be returned to
the tendering holders promptly (or in the case of Existing Notes tendered by
book-entry transfer, such Existing Notes will be credited to the account
maintained at DTC from which such Existing Notes were delivered). If Loral
CyberStar or Loral Space makes a material change in the terms of the Exchange
Offers or the Consent Solicitation or the information concerning the Exchange
Offers or the Consent Solicitation, Loral CyberStar and Loral Space will
disseminate additional offer and solicitation materials and extend the Exchange
Offers or, if applicable, the Consent Solicitation, if and to the extent
required by law.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Existing
Notes tendered hereby and that Loral CyberStar will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned will,
upon request, execute and deliver any additional documents deemed by Loral
CyberStar or the Exchange Agent to be necessary or desirable to complete the
assignment and transfer of the Existing Notes tendered.
The undersigned understands that tenders of the Existing Notes pursuant to
any one of the procedures described under "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Loral CyberStar in accordance
with the terms and subject to the conditions of the Exchange Offer.
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns. Tenders may be withdrawn only
in accordance with the procedures set forth in the Instructions contained in
this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below, the
Exchange Agent will deliver New Notes (and, if applicable, a certificate for any
Existing Notes not tendered but represented by a certificate also encompassing
Existing Notes which are tendered) to the undersigned at the address set forth
in Box 1.
The undersigned acknowledges that the Exchange Offers are subject to the
more detailed terms set forth in the Prospectus and, in case of any conflict
between the terms of the Prospectus and this Letter, the Prospectus shall
prevail.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
5
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT EXISTING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
<Table>
X ------------------------------------------------------- -------------------------------------------------------
(DATE)
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SIGNATURE(S) OF OWNER(S) (DATE)
X OR AUTHORIZED SIGNATORY
</Table>
Area Code and Telephone Number:
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This box must be signed by registered holder(s) of Existing Notes as their
name(s) appear(s) on certificate(s) for Existing Notes, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Letter. If the signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
(See Instruction 3)
Name(s):
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(INCLUDE ZIP CODE)
<Table>
Signature(s) Guaranteed
by an Eligible Institution: ------------------------------------------------------------
(If required by (AUTHORIZED SIGNATURE)
Instruction 3)
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(TITLE)
------------------------------------------------------------
(DATE) (NAME OF FIRM)
</Table>
6
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
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PAYOR'S NAME: BANKERS TRUST COMPANY
<Table>
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW.
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE -----------------------------------
PAYOR'S REQUEST FOR TAXPAYER SOCIAL SECURITY NUMBER OR
IDENTIFICATION NUMBER (TIN) EMPLOYER IDENTIFICATION NUMBER
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PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
(SEE INSTRUCTIONS)
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PART 3 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) The number shown on this
form is my correct TIN (or I am waiting for a number to be issued to me), (2) I am not subject to
backup withholding 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 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).
SIGNATURE DATE
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PART 4-CHECK IF AWAITING TIN
[ ]
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</Table>
CERTIFICATION-UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM, INCLUDING THE TAXPAYER IDENTIFICATION NUMBER, IS TRUE,
CORRECT AND COMPLETE.
SIGNATURE ------------------------- DATE ------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office (or I
intend to mail or deliver an application in the near future). I understand
that if I do not provide a taxpayer identification number to the Payor within
60 days, the Payor is required to withhold 31 percent of all cash payments
made to me thereafter until I provide a number.
<Table>
- --------------------------------------------------- ---------------------------------------
SIGNATURE DATE
</Table>
7
BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Existing Notes in a principal amount
not exchanged, New Notes, or Loral Space Warrants are to be issued in the name
of someone other than the person whose signature appears in Box 2, or if
Existing Notes 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 and deliver:
(check appropriate boxes)
[ ] Existing Notes not tendered
[ ] New Notes
[ ] Loral Space Warrants, to:
Name
- -------------------------------------------------
(PLEASE PRINT)
Address
- -----------------------------------------------
- ---------------------------------------------------------
Please complete the Substitute Form W-9 at Box 3
Tax I.D. or Social Security Number: ---------
BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Existing Notes in a principal amount
not exchanged, New Notes or Loral Space Warrants, are to be sent to someone
other than the person whose signature appears in Box 2 or to an address other
than that shown in Box 1.
Deliver:
(check appropriate boxes)
[ ] Existing Notes not tendered
[ ] New Notes
[ ] Loral Space Warrants, to:
Name
- -------------------------------------------------
(PLEASE PRINT)
Address
- -----------------------------------------------
- ---------------------------------------------------------
IMPORTANT: UNLESS GUARANTEED DELIVER PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE (IN EACH CASE, TOGETHER WITH THE
CERTIFICATE(S) FOR EXISTING NOTES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER OF
SUCH EXISTING NOTES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
8
INSTRUCTIONS FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Existing
Notes or a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter (or facsimile hereof) and any
other documents required by this Letter, must be received by the Exchange Agent
at its address set forth herein on or before the Expiration Date. The method of
delivery of Existing Notes and this Letter and all other required documents to
the Exchange Agent is at the election and risk of the tendering holder. Instead
of delivery by mail, it is recommended that holders use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Existing Notes should be sent to
Loral CyberStar.
Holders whose Existing Notes are not immediately available, or who cannot
deliver their Existing Notes, this Letter, or any other required documents to
the Exchange Agent prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis may tender their Existing
Notes pursuant to the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedure: (i) tender must be made through an
Eligible Institution (as defined below); (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) (x) setting forth the name and address of
the holder, the certificate number or numbers of the Existing Notes and the
principal amount of Existing Notes tendered, (y) stating that the tender is
being made thereby and (z) guaranteeing that, within five business days after
the Expiration Date, this Letter (or facsimile hereof), together with the
certificates representing the Existing Notes to be tendered in proper form for
transfer and any other documents required by this Letter will be deposited by
the Eligible Institution with the Exchange Agent; and (iii) such properly
completed and executed Letter (or facsimile hereof), together with the
certificates for all tendered Existing Notes or a Book-Entry Confirmation, as
the case may be, as well as all other documents required by this Letter, must be
received by the Exchange Agent within five business days after the Expiration
Date, all as provided in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedure."
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Existing Notes will be
determined by Loral CyberStar in its sole discretion, whose determination will
be final and binding. Loral CyberStar reserves the absolute right to reject any
or all tenders that are not in proper form or the acceptance of which, in the
opinion of Loral CyberStar's counsel, would be unlawful. Loral CyberStar also
reserves the absolute right to waive any irregularities or conditions of tender
as to particular Existing Notes. All tendering holders, by execution of this
Letter, waive any right to receive notice of acceptance of their Existing Notes.
Neither Loral CyberStar, the Exchange Agent nor any other person shall be under
any duty to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal amount
of any Existing Note evidenced by a submitted certificate or by a Book-Entry
Confirmation is tendered, the tendering holder must fill in the principal amount
tendered in the fourth column of Box 1 above. All of the Existing Notes
represented by a certificate or by a Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
A certificate for Existing Notes not tendered will be sent to the holder, unless
otherwise provided in Box 5, as soon as practicable after the Expiration Date,
in the event that less than the entire principal amount of Existing Notes
represented by a submitted certificate is tendered (or, in the case of Existing
Notes tendered by book-entry transfer, such non-exchanged Existing Notes will be
credited to an account maintained by the holder with the Book-Entry Transfer
Facility).
Except as otherwise provided herein, tenders of Existing Notes may be
withdrawn at any time prior to 2:00 p.m., New York City time, on the Expiration
Date.
To withdraw a tender of Existing Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to 2:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having deposited the Existing Notes to be withdrawn (the
"Depositor"), (ii) identify the Existing Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Existing Notes),
(iii) be signed by the Depositor in the same manner as the original signature on
this Letter by which such Existing Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfers sufficient to
permit the
9
Trustee with respect to the Existing Notes to register the transfer of such
Existing Notes into the name of the Depositor withdrawing the tender and (iv)
specify the name in which any such Existing Notes are to be registered, if
different from that of the Depositor. All questions as to the validity, form and
eligibility (including time of receipt) for such withdrawal notices will be
determined by Loral CyberStar, whose determination shall be final and binding on
all parties. Any Existing Notes so withdrawn will be deemed not to have been
validly tendered for purposes of the Exchange Offer and no New Notes will be
issued with respect hereto unless the Existing Notes so withdrawn are validly
tendered. Any Existing Notes which have been tendered but which are not accepted
for exchange will be returned to the holder hereof without cost to such holder
as soon as practicable after withdrawal, rejection of tender or termination of
the Exchange Offer. Properly withdrawn Existing Notes may be tendered by
following one of the procedures described in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering" at any time prior to the
Expiration Date.
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If
this Letter is signed by the registered holder(s) of Existing Notes tendered
hereby, the signature must correspond with the name(s) as written on the face of
the certificate(s) for such Existing Notes, without alteration, enlargement or
any change whatsoever.
If this letter is signed by a participant in DTC, the signature must
correspond with the name as it appears on the security position listing as the
holding of the Existing Notes.
If any of the Existing Notes tendered hereby are owned by two or more joint
owners, all owners must sign this Letter. If any tendered Existing Notes are
held 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
names in which certificates are held.
If this Letter is signed by the holder of record and (i) the entire
principal amount of the holder's Existing Notes are tendered; and/or (ii)
untendered Existing Notes, if any, are to be issued to the holder of record,
then the holder of record need not endorse any certificates for tendered
Existing Notes, nor provide a separate bond power. In any other case, the holder
of record must transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is 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
Loral CyberStar of their authority to so act must be submitted, unless waived by
Loral CyberStar.
Signatures on this Letter or a notice of withdrawal, as the case may be,
must be guaranteed by a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office of correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act 1934 (an "Eligible Institution") unless the Existing
Notes are tendered (i) by a registered holder (or by a participant in DTC whose
name appears on a security position listing as the owner) who has not completed
the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter and the Exchange Consideration is being issued
directly to such registered holder (or deposited into the participant's account
at DTC) or (ii) for the account of an Eligible Institution. If Existing Notes
are registered in the name of a person other than the signer of this Letter, the
Existing Notes surrendered for exchange must be endorsed by, or be accompanied
by a written instrument or instruments of transfer or exchange, in satisfactory
form as determined by Loral CyberStar, in its sole discretion, duly executed by
the registered holder with the signature thereon guaranteed by an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Consideration or certificates for Existing Notes not exchanged are to
be issued or sent, if different from the name and address of the person signing
this Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. If no such instructions are
given, any Exchange Consideration will be issued in the name of, and delivered
to, the name or address of the person signing this Letter and any Existing Notes
not accepted for exchange will be returned to the name or address of the person
signing this Letter. Holders tendering Existing Notes by book-entry transfer may
request that Existing Notes not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such holder may designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered Existing Notes are accepted for exchange must provide the
Exchange Agent (as payor) with his or her correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the
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Exchange Agent is not provided with the correct TIN, the holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery
to the holder of the New Notes pursuant to the Exchange Offer may be subject to
back-up withholding. (If withholding results in overpayment of taxes, a refund
or credit may be obtained.) Exempt holders (including, among others, all
corporations and certain foreign individuals) are not subject to these back-up
withholding and reporting requirements. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
Under federal income tax laws, payments that may be made by Loral CyberStar
on account of the Exchange Consideration issued pursuant to the Exchange Offer
may be subject to back-up withholding at a rate of 30.5% (or 30% for payments
made during the calendar year 2002). In order to avoid being subject to back-up
withholding, each tendering holder must provide the holder correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; or (ii) the Internal Revenue Service has notified the holder that the
holder is no longer subject to back-up withholding; or (iii) certify in
accordance with the Guidelines that such holder is exempt from back-up
withholding. If the Existing Notes are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 ("W-9 Guidelines") for
information on which TIN to report.
Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt holder
must enter its correct TIN in Part 1 of the Substitute Form W-9, write "Exempt"
in Part 2 of such form, and sign and date the form. See the enclosed W-9
Guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit a completed Form
W-8BEN, "Certificate of Foreign Status" signed under penalties of perjury
attesting to such exempt status. Such forms may be obtained from the Payor.
If you do not have a TIN, consult the W-9 Guidelines for instructions on
applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of
the Substitute Form W-9, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth herein. If you
do not provide your TIN to the Payor within 60 days, backup withholding will
begin and continue until you furnish your TIN to the Payor. Note: Writing
"Applied For" on the form means that you have already applied for a TIN or that
you intend to apply for one in the near future.
6. AGREEMENT ON TAX REPORTING OF THE EXCHANGE OFFER. The tendering holder
and Loral CyberStar agree that for federal income tax purposes, they will both
treat a transaction effected pursuant to the Exchange Offer as an exchange under
Section 1001 of the Internal Revenue Code of 1986, as amended, of Existing Notes
issued by Loral CyberStar for New Notes of Loral CyberStar and Loral Space
warrants.
7. TRANSFER TAXES. Loral CyberStar will pay all transfer taxes, if any,
applicable to the transfer of Existing Notes to it or its order pursuant to the
Exchange Offer. If, however, the Exchange Consideration or certificates for
Existing Notes not exchanged are to be delivered to, or are to be issued in the
name of, any person other than the record holder, or if tendered certificates
are recorded in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed by any reason other than the transfer of
Existing Notes to Loral CyberStar or its order pursuant to the Exchange Offer,
then the amount of such transfer taxes (whether imposed on the record holder or
any other person) will be payable by the tendering holder. If satisfactory
evidence of payment of taxes or exemption from taxes is not submitted with this
Letter, the amount of transfer taxes will be billed directly to the tendering
holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
8. WAIVER OF CONDITIONS. Loral CyberStar reserves the absolute right to
amend or waive any of the specified conditions in the Exchange Offer in the case
of any Existing Notes tendered.
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