EXHIBIT 99.1
LETTER OF TRANSMITTAL
VALE OVERSEAS LIMITED
OFFER TO EXCHANGE ITS
SERIES B 8.625% ENHANCED GUARANTEED NOTES DUE 2007
(REGISTERED UNDER THE SECURITIES ACT OF 1933)
FOR ANY AND ALL OF ITS OUTSTANDING
SERIES A 8.625% ENHANCED GUARANTEED NOTES DUE 2007
PURSUANT TO THE PROSPECTUS
DATED MARCH , 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [EXPIRATION DATE] UNLESS THE OFFER IS EXTENDED.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
JPMORGAN CHASE BANK
<Table>
By Registered or Certified Mail: By Overnight Delivery or Hand:
JPMorgan Chase Bank JPMorgan Chase Bank
450 West 33rd Street, 15th Floor 450 West 33rd Street, 15th Floor
New York, New York 10001 New York, New York 10001
Attn: Institutional Trust Services Attn: Institutional Trust Services
To Confirm by Telephone Facsimile Transmissions:
or for Information:
(212) 946-8177 or
(212) 946-3028 (212) 946-8178
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Old Securities
(as defined below) if Old Securities are to be forwarded herewith and, unless
your Old Securities are held through The Depository Trust Company ("DTC"),
should be accompanied by the certificates for the Old Securities. If tenders of
Old Securities are to be made by book-entry transfer to an account maintained by
JPMorgan Chase Bank (the "Exchange Agent") at DTC pursuant to the procedures set
forth in "The Exchange Offer -- Book-Entry Transfer" in the Prospectus and in
accordance with the Automated Tender Offer Program ("ATOP") established by DTC,
a tendering holder will become bound by the terms and conditions hereof in
accordance with the procedures established under ATOP.
Holders of Old Securities whose certificates (the "certificates") for such
Old Securities 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 (as defined in the Prospectus) or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Old
Securities according to the guaranteed delivery procedures set forth in "The
Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus. SEE
INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
<Table>
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DESCRIPTION OF OLD SECURITIES TENDERED
- ---------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) OLD SECURITIES TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
OF OLD SECURITIES
PRINCIPAL TENDERED
CERTIFICATE AMOUNT (IF LESS THAN
NUMBER(S)* OF OLD SECURITIES ALL)**
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
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TOTAL AMOUNT
TENDERED
- ---------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Old Securities may be tendered in whole or in part in denominations of $1,000 and multiples thereof. All Old
Securities held shall be deemed tendered unless a lesser number is specified in this column.
- ---------------------------------------------------------------------------------------------------------------------
</Table>
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED OLD SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
----------------------------------------------------------------------------
DTC Account Number
----------------------------------------------------------------------------
Transaction Code Number
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[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s)
----------------------------------------------------------------------------
Window Ticket Number (if any)
----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
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Name of Institution which Guaranteed
----------------------------------------------------------------------------
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution
----------------------------------------------------------------------------
DTC Account Number
----------------------------------------------------------------------------
Transaction Code Number
----------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
SECURITIES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD SECURITIES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
----------------------------------------------------------------------------
Address:
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2
Ladies and Gentlemen:
The undersigned hereby tenders to Vale Overseas Limited, a Cayman Islands
exempted company incorporated with limited liability (the "Company"), the
principal amount of the Company's Series A 8.625% Enhanced Guaranteed Notes due
2007 (the "Old Securities") specified above in exchange for a like aggregate
principal amount of the Company's Series B 8.625% Enhanced Guaranteed Notes due
2007 (the "New Securities"), upon the terms and subject to the conditions set
forth in the Prospectus dated March , 2002 (as the same may be amended or
supplemented from time to time, the "Prospectus"), receipt of which is
acknowledged, and in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Exchange Offer"). The Exchange Offer has been
registered under the Securities Act of 1933, as amended (the "Securities Act").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Securities tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Company all right, title and interest in and to such Old Securities as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent is also acting as agent of the Company in connection with the
Exchange Offer) with respect to the tendered Old Securities, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver certificates for Old Securities to the Company
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Company, upon receipt by the Exchange Agent, as the
undersigned's agent, of the New Securities to be issued in exchange for such Old
Securities, (ii) present certificates for such Old Securities for transfer, and
to transfer the Old Securities on the books of the Company, and (iii) receive
for the account of the Company all benefits and otherwise exercise all rights of
beneficial ownership of such Old Securities, all in accordance with the terms
and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
SECURITIES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE,
THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE
AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD
SECURITIES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD SECURITIES TENDERED
HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE
REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE
TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Old
Securities tendered hereby should be printed above, if they are not already set
forth above, as they appear on the certificates representing such Old
Securities. The certificate number(s) and the Old Securities that the
undersigned wishes to tender should be indicated in the appropriate boxes above.
If any tendered Old Securities are not exchanged pursuant to the Exchange
Offer for any reason, or if certificates are submitted for more Old Securities
than are tendered or accepted for exchange, certificates for such unaccepted or
non exchanged Old Securities will be returned (or, in the case of Old Securities
tendered by book-entry transfer, such Old Securities will be credited to an
account maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old Securities pursuant to any
one of the procedures described in "The Exchange Offer -- Procedures for
Tendering Old Securities" in the Prospectus and in the instructions hereto will,
upon the Company's acceptance for exchange of such tendered Old Securities,
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer. In all cases in which
a participant in the book-entry transfer facility of Old Securities (a
"Participant") elects to accept the Exchange Offer by transmitting an express
acknowledgment in accordance with the established ATOP procedures,
3
such Participant shall be bound by all of the terms and conditions of this
Letter of Transmittal. The undersigned recognizes that, under certain
circumstances set forth in the Prospectus, the Company may not be required to
accept for exchange any of the Old Securities tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Securities be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Securities, that such New Securities be credited to the account
indicated above maintained at DTC. If applicable, substitute certificates
representing Old Securities not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Old
Securities, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under"Special Delivery Instructions,"
please deliver New Securities to the undersigned at the address shown below the
undersigned's signature.
Under existing interpretations of the staff of the Division of Corporation
Finance of the Securities and Exchange Commission contained in several no-action
letters to third parties, the new securities would in general be freely
transferable after the exchange offer without further registration under the
Securities Act. The relevant no-action letters include the Exxon Capital
Holdings Corporation letter, which was made available by the SEC on May 13,
1988, and the Morgan Stanley & Co. Incorporated letter, made available on June
5, 1991.
However, any purchaser of old securities who is an "affiliate" of Vale
Overseas or CVRD or who intends to participate in the exchange offer for the
purpose of distributing the new securities
(1) will not be able to rely on the interpretation of the staff of
the SEC,
(2) will not be able to tender its old securities in the exchange
offer and
(3) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer
of the securities unless that sale or transfer is made using an exemption
from those requirements.
By tendering Old Securities and executing, or otherwise becoming bound by,
this letter of transmittal, the undersigned hereby represents and agrees that
(i) the undersigned is not an "affiliate" of the Company or CVRD,
(ii) any New Securities to be received by the undersigned are being
acquired in the ordinary course of its business, and
(iii) the undersigned has no arrangement or understanding with any
person to participate, and is not engaged and does not intend to engage, in
a distribution (within the meaning of the Securities Act) of such New
Securities.
By tendering Old Securities pursuant to the exchange offer and executing,
or otherwise becoming bound by, this letter of transmittal, a holder of Old
Securities which is a broker-dealer represents and agrees, consistent with the
above-mentioned interpretive letters issued by the staff of the Division of
Corporation Finance of the Securities and Exchange Commission to third parties,
that (a) such Old Securities held by the broker-dealer are held only as a
nominee, or (b) such Old Securities were acquired by such broker-dealer for its
own account as a result of market-making activities or other trading activities
and it will deliver the prospectus (as amended or supplemented from time to
time) meeting the requirements of the Securities Act in connection with any
resale of such New Securities (provided that, by so acknowledging and by
delivering a prospectus, such broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act).
The Company and CVRD have agreed that, subject to the provisions of the
Registration Rights Agreement, the prospectus, as it may be amended or
supplemented from time to time, may be used by a participating broker-dealer (as
defined below) in connection with resales of New Securities received in exchange
for Old Securities, where such Old Securities were acquired by such
participating broker-dealer for its own account as a result of market-making
activities or other trading activities, for a period ending 180 days after the
expiration date (subject to extension under certain limited circumstances) or,
if earlier, when all such New Securities have been disposed of by such
participating broker-dealer. In that regard, each broker dealer who acquired Old
Securities for its own account as a result of market-making or other trading
activities (a "participating broker-dealer"), by tendering such Old Securities
and
4
executing, or otherwise becoming bound by, this letter of transmittal, agrees
that, upon receipt of notice from the Company of the occurrence of any event or
the discovery of any fact which makes any statement contained in the prospectus
untrue in any material respect or which causes the prospectus to omit to state a
material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading or of the
occurrence of certain other events specified in the Registration Rights
Agreement, such participating broker-dealer will suspend the sale of New
Securities pursuant to the prospectus until the Company has amended or
supplemented the prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented prospectus to the participating
broker-dealer or the Company has given notice that the sale of the New
Securities may be resumed, as the case may be. If the Company gives such notice
to suspend the sale of the New Securities, it shall extend the 90-day period
referred to above during which participating broker-dealers are entitled to use
the prospectus in connection with the resale of New Securities by the number of
days during the period from and including the date of the giving of such notice
to and including the date when participating broker-dealers shall have received
copies of the supplemented or amended prospectus necessary to permit resales of
the New Securities or to and including the date on which the Company has given
notice that the sale of New Securities may be resumed, as the case may be.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
5
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Old Securities hereby tendered or on a security position
listing, or by any person(s) authorized to become the registered holder(s) by
endorsements and documents transmitted herewith. If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity, please
set forth the signer's full title. See Instruction 5.
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date
- --------------------------- , 200
Name(s) ------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity:
------------------------------------------------------------------------
(INCLUDE FULL TITLE)
Address-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
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- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
Authorized Signature
----------------------------------------------------------------
Name --------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Date
- --------------------------- , 200
Capacity or Title
-------------------------------------------------------------------
Name of Firm
---------------------------------------------------------------------
Address-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
-----------------------------------------------------
6
- ---------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the New Securities are to be issued in the name
of someone other than the registered holder of the Old Securities whose
name(s) appear(s) above.
Issue New Securities to:
Name
(PLEASE PRINT)
Address
(INCLUDE ZIP CODE)
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
-----------------------------------------------------------
- ---------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if New Securities are to be sent to someone other
than the registered holder of the Old Securities whose name(s) appear(s)
above, or to such registered holder(s) at an address other than that shown
above.
Mail New Securities To:
Name
(PLEASE PRINT)
Address
(INCLUDE ZIP CODE)
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed if certificates are
to be forwarded herewith and, unless your Old Securities are held through DTC,
should be accompanied by the certificates for the Old Securities. If tenders are
to be made pursuant to the procedures for tender by book-entry transfer set
forth in "The Exchange Offer -- Book-Entry Transfer" in the Prospectus and in
accordance with ATOP established by DTC, a tendering holder will become bound by
the terms and conditions hereof in accordance with the procedures established
under ATOP. Certificates, or timely confirmation of a book-entry transfer of
such Old Securities into the Exchange Agent's account at DTC, as well as this
Letter of Transmittal (or facsimile thereof), if required, properly completed
and duly executed, with any required signature guarantees, must be received by
the Exchange Agent at one of its addresses set forth herein on or prior to the
expiration date. Old Securities may be tendered in whole or in part in the
principal amount of $1,000 and multiples of $1,000.
Holders who wish to tender their Old Securities and (i) whose Old
Securities are not immediately available or (ii) who cannot deliver their Old
Securities and this Letter of Transmittal to the Exchange Agent on or prior to
the expiration date or (iii) who cannot complete the procedures for delivery by
book-entry transfer on a timely basis, may tender their Old Securities by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Company,
must be received by the Exchange Agent on or prior to the expiration date; and
(iii) the certificates (or a book-entry confirmation (as defined in the
Prospectus)) representing all tendered Old Securities, in proper form for
transfer together with the Letter of Transmittal and any other document required
by the Letter of Transmittal or an agent's message in lieu thereof, must be
received by the Exchange Agent within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "The Exchange Offer -- Guaranteed Delivery Procedures" in the
Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, telex, facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Old Securities to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or
prior to the expiration date. As used herein and in the Prospectus, "Eligible
Institution" means a firm which is 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 office or correspondent in the
United States.
THE METHOD OF DELIVERY OF OLD SECURITIES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR
OLD SECURITIES SHOULD BE SENT TO THE COMPANY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), or any Agent's Message in lieu thereof, waives any right to
receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any participant
in DTC whose name appears on a security position listing as the owner of
the Old Securities) of Old Securities tendered herewith, unless such
holder(s) has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" above, or
(ii) such Old Securities are tendered for the account of a firm that
is an Eligible Institution.
8
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Securities Tendered" is inadequate, the certificate
number(s) and/or the principal amount of Old Securities and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Securities will
be accepted only in the principal amount of $1,000 and multiples thereof. If
less than all the Old Securities evidenced by any certificate submitted are to
be tendered, fill in the principal amount of Old Securities which are to be
tendered in the box entitled "Principal Amount of Old Securities Tendered (if
less than all)." In such case, new certificate(s) for the remainder of the Old
Securities that were evidenced by your old certificate(s) will only be sent to
the holder of the Old Security, promptly after the expiration date. All Old
Securities represented by certificates delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Old Securities may be
withdrawn at any time on or prior to the expiration date. In order for a
withdrawal to be effective on or prior to that time, a written notice of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above or in the Prospectus on or prior to the expiration date. Any
such notice of withdrawal must specify the name of the person who tendered the
Old Securities to be withdrawn, identify the Old Securities to be withdrawn
(including the principal amount of such Old Securities) and (where certificates
for Old Securities have been transmitted) specify the name in which such Old
Securities are registered, if different from that of the withdrawing holder. If
certificates for the Old Securities have been delivered or otherwise identified
to the Exchange Agent, then prior to the release of such certificates, the
withdrawing holder must submit the serial numbers of the particular certificates
for the Old Securities to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution, unless such holder is an
Eligible Institution. If Old Securities have been tendered pursuant to the
procedures for book-entry transfer set forth in the Prospectus under "The
Exchange Offer -- Book-Entry Transfer," any notice of withdrawal must specify
the name and number of the account at DTC to be credited with the withdrawal of
Old Securities and otherwise comply with the procedures of such facility. Old
Securities properly withdrawn will not be deemed validly tendered for purposes
of the Exchange Offer, but may be retendered at any time on or prior to the
expiration date by following one of the procedures described in the Prospectus
under "The Exchange Offer -- Procedures for Tendering Old Securities."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Securities
which have been tendered for exchange but which are not exchanged for any reason
will be returned to the holder thereof without cost to such holder (or, in the
case of Old Securities tendered by book-entry transfer into the Exchange Agent's
account at DTC pursuant to the book-entry procedures described in the Prospectus
under "The Exchange Offer -- Book-Entry Transfer," such Old Securities will be
credited to an account maintained with DTC for the Old Securities) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Securities tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Old Securities tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Securities are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
If this Letter of Transmittal or any certificates or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Company, proper evidence satisfactory to the Company of such persons' authority
to so act must be submitted.
9
When this Letter of Transmittal is signed by the registered holder(s) of
the Old Securities listed and transmitted hereby, no endorsement(s) of
certificate(s) or written instrument or instruments of transfer or exchange are
required unless New Securities are to be issued in the name of a person other
than the registered holder(s). Signature(s) on such certificate(s) or written
instrument or instruments of transfer or exchange must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Securities listed, the certificates must be
endorsed or accompanied by a written instrument or instruments of transfer or
exchange, in satisfactory form as determined by the Company in its sole
discretion and executed by the registered holder(s), in either case signed
exactly as the name or names of the registered holder(s) appear(s) on the
certificates. Signatures on such certificates or written instrument or
instruments of transfer or exchange must be guaranteed by an Eligible
Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Securities are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Securities are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Securities not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. The Company will determine, in its sole discretion, all
questions as to the form, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Old Securities, which determination
shall be final and binding. The Company reserves the absolute right to reject
any and all tenders of any particular Old Securities not properly tendered or to
not accept any particular Old Securities which acceptance might, in the judgment
of the Company or its counsel, be unlawful. The Company also reserves the
absolute right, in its sole discretion, to waive any defects or irregularities
or conditions of the Exchange Offer as to any particular Old Securities either
before or after the expiration date (including the right to waive the
ineligibility of any holder who seeks to tender Old Securities in the Exchange
Offer). The interpretation of the terms and conditions of the Exchange Offer as
to any particular Old Securities either before or after the expiration date
(including the Letter of Transmittal and the instructions thereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with the tender of Old Securities for exchange must
be cured within such reasonable period of time as the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under any
duty to give notification of any defect or irregularity with respect to any
tender of Old Securities for exchange, nor shall any of them incur any liability
for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Securities have been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will then be instructed as
to the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen certificate(s) have been
followed.
10. SECURITY TRANSFER TAXES. Holders who tender their Old Securities for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that holders who instruct the Company to register New
Securities in the name of or request that Old Securities not tendered or not
accepted in the Exchange Offer to be returned to, a person other than the
registered tendering holder will be responsible for the payment of any
applicable transfer tax thereon.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),
OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.
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