LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9 7/8% SENIOR SUBORDINATED NOTES DUE 2011
FOR
REGISTERED 9 7/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2011
OF
INSIGHT HEALTH SERVICES CORP.
------------------------------------------------------
PURSUANT TO THE PROSPECTUS, DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [APRIL] ,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OUTSTANDING NOTES (AS
DEFINED HEREIN) MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal must
be completed, signed and submitted to the Exchange Agent at the address set
forth below, provided, however, if you hold Outstanding Notes in book-entry
form, you must follow the procedures of The Depository Trust Company's Automated
Tender Offer Program.
STATE STREET BANK AND TRUST COMPANY, N.A.
By Hand, Overnight Delivery or Registered/Certified Mail:
c/o State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, MA 02111
Attention: Ralph Jones
By Facsimile:
(617) 662-1452
Confirm by Telephone:
(617) 662-1548
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA FACSIMILE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
HOLDERS (AS DEFINED HEREIN) WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES
FOR THEIR OUTSTANDING NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER
(AND NOT WITHDRAW) THEIR OUTSTANDING NOTES TO THE EXCHANGE AGENT ON OR PRIOR TO
THE EXPIRATION DATE.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus.
By execution hereof, the undersigned acknowledges receipt of the Prospectus
(the "Prospectus"), dated , 2002, of InSight Health Services Corp., a
Delaware corporation ("InSight"), which, together with this Letter of
Transmittal and the instructions hereto (the "Letter of Transmittal"),
constitute InSight's offer (the "Exchange Offer") to exchange $1,000 in
principal amount of its Registered 9 7/8% Series B Senior Subordinated Notes due
2011 (the "Exchange Notes") for each $1,000 in principal amount of outstanding
9 7/8% Senior Subordinated Notes due 2011 (the "Outstanding Notes" and, together
with the Exchange Notes, the "Notes"), of which $225.0 million aggregate
principal amount was outstanding on the date of the Prospectus. The terms of the
Exchange Notes are
identical in all material respects (including principal amount, interest rate
and maturity) to the terms of the Outstanding Notes for which they may be
exchanged pursuant to the Exchange Offer, except that the Exchange Notes have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), and, therefore, do not bear legends restricting the transfer thereof.
InSight reserves the right, at any time or from time to time, to extend the
Exchange Offer at its sole discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended.
InSight shall notify the Holders of the Outstanding Notes of any extension by
means of a press release or other public announcement prior to 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.
This Letter of Transmittal is to be used by Holders of Outstanding Notes
if:
- a certificate representing Outstanding Notes is to be physically
delivered to the Exchange Agent along with this Letter of Transmittal by
Holders; or
- tender of Outstanding Notes is to be made by the guaranteed delivery
procedures set forth in "The Exchange Offer -- Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1 to this Letter
of Transmittal.
If delivery of the Outstanding 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") pursuant to the procedures set forth in
"The Exchange Offer -- Procedures for Tendering" section of the Prospectus by
any financial institution that is a participant in Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of the
Outstanding Notes, this Letter of Transmittal need not be manually executed;
provided, however, that tenders of Outstanding Notes must be effected by sending
electronic instructions to the Book-Entry Transfer Facility through the
Book-Entry Transfer Facility's communication system in accordance with the
procedures mandated by the Book-Entry Transfer Facility's Automated Tender Offer
Program ("ATOP"). To tender Outstanding Notes through ATOP, the electronic
instructions sent to the Book-Entry Transfer Facility and transmitted by the
Book-Entry Transfer Facility to the Exchange Agent must reflect that the
participant acknowledges its receipt of and agrees to be bound by this Letter of
Transmittal.
DELIVERY OF DOCUMENTATION 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 Outstanding Notes are registered on the books of InSight or
any other person who has obtained a properly completed bond power, as
applicable, from the registered holder; or
- whose Outstanding Notes are held of record by the Book-Entry Transfer
Facility (or its nominee), whose name appears on a security position
listing as the owner of Outstanding Notes (and is a participant in the
Book-Entry Transfer Facility) and who desires to deliver such Outstanding
Notes by book-entry transfer at the Book-Entry Transfer Facility.
------------------------------------------------------
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 (OTHER THAN HOLDERS OF OUTSTANDING NOTES IN BOOK-ENTRY FORM) WHO
WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING NOTES MUST
COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. HOLDERS OF OUTSTANDING
NOTES IN BOOK-ENTRY FORM WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
OUTSTANDING NOTES MUST SEND ELECTRONIC INSTRUCTIONS TO THE BOOK-ENTRY TRANSFER
FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S ATOP PROCEDURES,
INCLUDING SUCH HOLDERS' ACKNOWLEDGMENT OF ITS RECEIPT OF, AND AGREEMENT TO BE
BOUND BY, THIS LETTER OF TRANSMITTAL.
2
Ladies and Gentlemen:
The undersigned hereby tenders to InSight the aggregate principal amount of
Outstanding Notes indicated in this Letter of Transmittal, upon the terms and
subject to the conditions set forth in the Prospectus, dated , 2002
(the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter
of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the
Outstanding Notes tendered hereby, the undersigned hereby sells, assigns and
transfers to, or upon the order of, InSight all right, title and interest in and
to such Outstanding Notes as are being tendered hereby and hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
with respect to such Outstanding Notes (with full knowledge that the Exchange
Agent acts as agent of InSight for the Outstanding Notes and the Exchange
Notes), with full power of substitution (such power of attorney being an
irrevocable power coupled with an interest), to:
- deliver such Outstanding Notes in registered certificated form, or
transfer ownership of such Outstanding Notes through book-entry transfer
at the Book-Entry Transfer Facility, to or upon the order of InSight,
upon receipt by the Exchange Agent, as the undersigned's agent, of the
same aggregate principal amount of Exchange Notes; and
- present such Outstanding Notes for transfer on the books of InSight and
receive, for the account of InSight, all benefits and otherwise exercise,
for the account of InSight, all rights of beneficial ownership of the
Outstanding Notes tendered hereby in accordance with the terms of the
Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that InSight will acquire good, marketable and
unencumbered title thereto, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sale agreements or other
obligations relating to their sale or transfer, and not subject to any adverse
claim when the same are accepted by InSight. The undersigned also represents and
warrants that it will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or InSight to be necessary or desirable
to complete the sale, exchange, assignment and transfer of tendered Outstanding
Notes.
The undersigned also acknowledges that this Exchange Offer is being made
based upon InSight's understanding of an interpretation by the staff of the
Securities and Exchange Commission (the "SEC") as set forth in non-action
letters issued to third parties unrelated to InSight, including Exxon Capital
Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated
(available June 5, 1991) and Shearman & Sterling (available July 2, 1993) (the
"SEC No-Action Letters"), that the Exchange Notes issued in exchange for the
Outstanding Notes pursuant to the Exchange Offer may be offered for resale,
resold and otherwise transferred by a Holder (other than a broker-dealer who
acquires such Exchange Notes directly from InSight for resale pursuant to Rule
144A under the Securities Act or any other available exemption under the
Securities Act or any such Holder that is an "affiliate" of InSight or of any of
the guarantors under the indenture relating to the Notes (the "Guarantors")
within the meaning of Rule 405 under the Securities Act), without compliance
with the registration and prospectus delivery provisions of the Securities Act,
provided that such Exchange Notes are acquired in the ordinary course of such
Holder's business and such Holder is not engaged in, and does not intend to
engage in, a distribution of such Exchange Notes and has no arrangement with any
person to participate in the distribution of such Exchange Notes. The SEC has
not, however, considered the Exchange Offer in the context of a no-action
letter, and there can be no assurance that the staff of the SEC would make a
similar determination with respect to the Exchange Offer as in the SEC No-Action
Letters.
The undersigned hereby further represents that:
- the Exchange Notes acquired in exchange for Outstanding Notes tendered
hereby will have been acquired in the ordinary course of business of the
person receiving such Exchange Notes, whether or not such person is the
undersigned,
- neither the undersigned nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and neither the holder of such Outstanding Notes nor any
such person is engaging in, or intends to engage in, the distribution of
such Exchange Notes,
- except as indicated herein, neither the undersigned nor any such other
person is an "affiliate" of InSight within the meaning of Rule 405 under
the Securities Act or, if such holder or any such other person is an
affiliate of
3
InSight, that such holder or such other person will comply with the
registration and prospectus delivery requirements of the Securities Act
to the extent applicable. The undersigned has read and agrees to all of
the terms of the Exchange Offer as described in the Prospectus and
herein, and
- neither the undersigned nor any such other person is acting on behalf of
any person or entity that could not truthfully make these
representations.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Outstanding Notes, it represents that the
Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as
a result of market-making or other trading activities (a "Participating
Broker-Dealer") and acknowledges that it has not entered into an arrangement or
understanding with InSight or any "affiliate" of InSight within the meaning of
Rule 405 under the Securities Act to distribute the Exchange Notes to be
received in the Exchange Offer and that it will deliver the Prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering the Prospectus, the undersigned or such beneficial owner will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
InSight has agreed that, subject to the provisions of the Registration
Rights Agreement, dated as of October 30, 2001, by and among InSight, InSight
Health Services Holdings Corp., the Subsidiary Guarantors named therein, Banc of
America Securities LLC and First Union Securities, Inc., the Prospectus, as it
may be amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of Exchange Notes received in exchange
for Outstanding Notes acquired by such Participating Broker-Dealer for its own
account as a result of market-making or other trading activities, for a period
ending 90 days after the Expiration Date or, if earlier, when all such Exchange
Notes have been disposed of by such Participating Broker-Dealer. In that regard,
each Participating Broker-Dealer by tendering such Outstanding Notes and
executing this Letter of Transmittal, agrees that, upon receipt of notice from
InSight of the occurrence of any event or the discovery of any fact which makes
any statement contained or incorporated by reference 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 or incorporated by
reference therein, in light of the circumstances under which they were made, not
misleading, such Participating Broker-Dealer will suspend the sale of Exchange
Notes pursuant to the Prospectus until InSight 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
InSight has given notice that the sale of the Exchange Notes may be resumed, as
the case may be. If InSight gives such notice to suspend the sale of the
Exchange Notes, 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 Exchange Notes 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 Exchange Notes or to
and including the date on which InSight has given notice that the sale of
Exchange Notes may be resumed, as the case may be.
The undersigned will, upon request, execute and deliver any additional
documents deemed by InSight or the Exchange Agent to be necessary or desirable
to complete the sale, assignment and transfer of the Outstanding Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer -- Withdrawal of Tenders" section of the Prospectus.
For purposes of the Exchange Offer, InSight shall be deemed to have
accepted validly tendered Outstanding Notes when InSight has given oral or
written notice thereof to the Exchange Agent. If any tendered Outstanding Notes
are not accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted Outstanding Notes will be returned (except
as noted herein with respect to tenders through the Book-Entry Transfer
Facility), without expense, to the undersigned at the address shown below or at
a different address as may be indicated herein under "Special Issuance
Instructions" as promptly as practicable after the Expiration Date.
The undersigned understands that tender of the Outstanding Notes pursuant
to any one of the procedures described under "The Exchange Offer -- Procedures
for Tendering " in the Prospectus and in the instructions hereto
4
will constitute a binding agreement between the undersigned and InSight in
accordance with the terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer -- Conditions," InSight may not be
required to accept for exchange any of the Outstanding Notes tendered.
Outstanding Notes not accepted for exchange or withdrawn will be returned to the
undersigned at the address set forth below unless otherwise indicated herein
under "Special Delivery Instructions."
Unless otherwise indicated herein under "Special Issuance Instructions,"
please deliver the Exchange Notes (and, if applicable, substitute certificates
representing Outstanding Notes for any Outstanding Notes not exchanged) in the
name of the undersigned or, in the case of a book-entry delivery of Outstanding
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Exchange Notes (and, if
applicable, substitute certificates representing Outstanding Notes for any
Outstanding Notes not exchanged) to the undersigned at the address shown above
in the box entitled "Description of Outstanding Notes." The undersigned
recognizes that InSight has no obligation pursuant to the "Special Issuance
Instructions" and "Special Delivery Instructions" to transfer any Outstanding
Notes from the name of the registered holder(s) thereof if InSight does not
accept for exchange any of the Outstanding Notes so tendered.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the accompanying Notice of Guaranteed
Delivery (the "Notice of Guaranteed Delivery") may be directed to the Exchange
Agent. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING
NOTES" AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH OUTSTANDING
NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO
HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.
5
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate numbers
and principal amounts on a separately executed schedule and affix the schedule
to this Letter of Transmittal. Tenders of Outstanding Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OUTSTANDING NOTES TENDERED
- -------------------------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL
CERTIFICATE AMOUNT
NAME(S) AND ADDRESS(ES) NUMBER(S) REPRESENTED BY AGGREGATE PRINCIPAL
OF HOLDER(S) (ATTACH SIGNED LIST CERTIFICATE FOR AMOUNT TENDERED
(PLEASE FILL IN IF BLANK) IF NECESSARY) OUTSTANDING NOTES (IF LESS THAN ALL)**
- -------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF OUTSTANDING NOTES TENDERED
- -------------------------------------------------------------------------------------------------------------------------
** Need not be completed by Holders who wish to tender with respect to all Outstanding Notes listed. See Instruction
3.
- -------------------------------------------------------------------------------------------------------------------------
</Table>
6
USE OF GUARANTEED DELIVERY
If Holders desire to tender Outstanding Notes pursuant to the Exchange
Offer and (i) certificates representing such Outstanding Notes are not lost but
are not immediately available, (ii) time will not permit this Letter of
Transmittal, certificates representing such Outstanding Notes or other required
documents to reach the Exchange Agent on or prior to the Expiration Date or
(iii) the procedures for book-entry transfer cannot be completed on a timely
basis, such Holders may effect a tender of such Outstanding Notes in accordance
with the guaranteed delivery procedures set forth in the Prospectus under "The
Exchange Offer -- Guaranteed Delivery Procedures."
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO THE
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Outstanding Notes:
- ----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Window Ticket No. (if any):
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
- --------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
- ------------------------------------------------------------------
If Delivered by Book-Entry Transfer, Name of Tendering Institution:
- --------------------------------------------------------------------------------
The Book-Entry Transfer Facility Book-Entry Account No.:
Transaction Code No.:
- --------------------------------------------------------------------------------
BROKER-DEALER COPIES OF PROSPECTUS
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO
Name:
-----------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------------
Aggregate Principal Amount of Outstanding Notes so held:
7
FOR USE BY AFFILIATES
[ ] CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU ARE TENDERING
OUTSTANDING NOTES IS AN AFFILIATE OF THE ISSUER
Name:
-----------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------------
Aggregate Principal Amount of Outstanding Notes so held: $
--------------------------------------------------------
8
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS
OF WHETHER OUTSTANDING NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
If a Holder is tendering any Outstanding Notes, this Letter of Transmittal must
be signed by the Holder(s) of the Outstanding Notes exactly as the name(s)
appear(s) on the certificate(s) for the Outstanding Notes or, if tendered by a
participant in The Depository Trust Company, exactly as such participant's name
appears on a security position listing as the owner of the Outstanding Notes, or
by any person(s) authorized to become Holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, please set forth full title and submit evidence
satisfactory to InSight of each such person's authority to so act. See
Instruction 4.
If the signature appearing below is not of a registered Holder of the
Outstanding Notes, then the registered Holder must sign a valid proxy.
<Table>
X Date:
- -------------------------------------------------- --------------------------------------------------
X Date:
- -------------------------------------------------- --------------------------------------------------
SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED
SIGNATORY
Name(s): Address:
- ------------------------------------------------ --------------------------------------------------
--------------------------------------- -----------------------------------------
(PLEASE PRINT) (INCLUDING ZIP CODE)
Capacity:
------------------------------------------------- Area Code and Telephone No.: ---------
Social Security No.:
--------------------------------------
</Table>
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- --------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Date:
- ------------------------
9
------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6 HEREIN)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be issued in the name of and sent to someone
other than the person or persons whose signature(s) appear(s) on this
Letter of Transmittal, or if Outstanding 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.
Name:
----------------------------------------------------
(PLEASE PRINT)
Address:
--------------------------------------------------
(PLEASE PRINT)
------------------------------------------------------------
ZIP CODE
------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit unexchanged Outstanding Notes delivered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below.
------------------------------------------------------------
(BOOK ENTRY TRANSFER FACILITY ACCOUNT NUMBER, IF APPLICABLE)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6 HEREIN)
To be completed ONLY if certificates for Outstanding Notes not exchanged
and/or Exchange Notes are to be sent to someone other than the person or
persons whose signature(s) appear(s) above on this Letter of Transmittal
or to such person or persons at an address other than shown above in the
box entitled "Description of Outstanding Notes" on this Letter of
Transmittal.
Mail Exchange Notes and/or Outstanding Notes to:
Name:
-----------------------------------------------------
(PLEASE PRINT)
Address:
--------------------------------------------------
(PLEASE PRINT)
------------------------------------------------------------
ZIP CODE
------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
------------------------------------------------------------
10
SUBSTITUTE FORM W-9
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYER'S NAME: STATE STREET BANK AND TRUST COMPANY, N.A., AS EXCHANGE AGENT
<Table>
Payee: ------------------------------------- Please check appropriate box:
Address: ----------------------------------- [ ] Individual [ ] Corporation
- --------------------------------------------- [ ] Partnership [ ] Other
</Table>
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING ------------------------------
BELOW Social Security Number
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE OR
------------------------------
PAYER'S REQUEST FOR TAXPAYER Employer Identification Number
IDENTIFICATION NUMBER (TIN)
----------------------------------------------------------------------------------
PART 2--CERTIFICATION--Under Penalties of PART 3--
Perjury, I certify that:
AWAITING TIN [ ]
(1) The number shown on this form is my
correct Taxpayer Identification Number (or
I am waiting for a number to be issued
to me) and
(2) I am not subject to backup withholding
because:
(a) I am exempt from backup
withholding,
(b) I have not been notified by the
Internal Revenue Services ("IRS") that I am
subject to backup withholding as a result
of failure to report all interest or
dividends, or
(c) the IRS has notified me that I am
no longer subject to backup withholding;
and
(3) I am a U.S. person (including a U.S.
resident alien).
----------------------------------------------------------------------------------
CERTIFICATE INSTRUCTIONS--You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE ------------------------------ DATE ------------------------
- ---------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30% (SUBJECT TO ADJUSTMENT IN FUTURE YEARS) OF ANY PAYMENTS MADE TO
HOLDERS OF EXCHANGE NOTES PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either
(a) I have mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number
within 60 days, 30 percent of all reportable payments made to me
thereafter will be withheld until I provide a number.
- ---------------------------------------------------------
---------------------------------------------------------
SIGNATURE DATE
11
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES; GUARANTEED
DELIVERY PROCEDURES. The certificates for the tendered Outstanding Notes (or a
timely confirmation of the book-entry transfer of Outstanding Notes into the
Exchange Agent's account at The Book-Entry Transfer Facility of all Outstanding
Notes delivered electronically), as well as a properly completed and duly
executed copy of this Letter of Transmittal (unless tenders are validly made by
book-entry transfer) 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.
Outstanding Notes may only be tendered in a principal amount of $1,000 and any
integral multiple thereof.
Holders of Outstanding Notes whose certificates for Outstanding Notes are
not immediately available or who cannot deliver their certificates and all other
required documentation to the Exchange Agent on or prior to the Expiration Date,
or who cannot complete the procedure for book-entry transfer on a timely basis,
may tender their Outstanding Notes pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures"
section of the Prospectus. Pursuant to such procedures:
- such tender must be made through an Eligible Institution (as defined
below) and the Holder must sign a Notice of Guaranteed Delivery;
- on or prior to the Expiration Date, the Exchange Agent must receive from
such Eligible Institution a properly completed and duly executed Notice
of Guaranteed Delivery, substantially in the form provided by InSight (by
facsimile transmission (receipt confirmed by telephone and an original
delivered by guaranteed overnight courier, mail or hand delivery),
setting forth the name and address of the holder of Outstanding Notes,
the certificate number(s) of such Outstanding Notes (if applicable) and
the amount of Outstanding Notes tendered, stating that the tender is
being made thereby and guaranteeing that, within five business days after
the Expiration Date, this Letter of Transmittal (or a facsimile thereof),
together with the certificates for all physically tendered Outstanding
Notes in proper form for transfer, or a Book-Entry Confirmation of such
Outstanding Notes, and any other documentation required by this Letter of
Transmittal will be deposited by the Eligible Institution with the
Exchange Agent; and
- a properly executed Letter of Transmittal (or copy thereof), as well as
the certificates for all physically tendered Outstanding Notes in proper
form for transfer or a Book-Entry Confirmation of such Outstanding Notes,
as the case may be, and all other documentation required by this Letter
of Transmittal, must be received by the Exchange Agent within five
business days after the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Outstanding Notes will be
determined by InSight in its sole discretion, which determination will be final
and binding. InSight reserves the absolute right to reject any and all
Outstanding Notes not properly tendered or any Outstanding Notes InSight's
acceptance of which would, in the opinion of counsel for InSight, be unlawful.
InSight also reserves the right to waive any defects, irregularities or
conditions of tender as to particular Outstanding Notes. InSight's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as InSight shall determine.
Neither InSight, the Exchange Agent nor any other person shall be under any duty
to give notification of defects or irregularities with respect to tenders of
Outstanding Notes, nor shall any of them incur any liability for failure to give
such notification. Tenders of Outstanding Notes will not be deemed to have been
made until such defects or irregularities have been cured or waived and will be
returned by the Exchange Agent to the tendering Holders of Outstanding Notes,
unless otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date unless the Exchange Offer is extended.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES
AND ALL OTHER REQUIRED DOCUMENTATION IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
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RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS
RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY
INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO
THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY OUTSTANDING NOTES
TO THE ISSUER.
2. TENDER BY HOLDER. Only a holder or acting Holder of Outstanding Notes
may tender such Outstanding Notes in the Exchange Offer. Any beneficial owner of
Outstanding Notes who is not the registered holder and who wishes to tender
should arrange with such Holder to execute and deliver this Letter of
Transmittal on such owner's behalf or must, prior to completing and executing
this Letter of Transmittal and delivering such Outstanding Notes, either make
appropriate arrangements to register ownership of the Outstanding Notes in such
owner's name or obtain a properly completed bond power from the registered
Holder.
See "The Exchange Offer" section of the Prospectus.
3. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OUTSTANDING NOTES WHO
TENDER BY BOOK-ENTRY TRANSFER); WITHDRAWAL RIGHTS. Tenders of Outstanding Notes
will be accepted only in the principal amount of $1,000 and integral multiples
thereof. If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box above
entitled "Description of Outstanding Notes -- Aggregate Principal Amount
Tendered." A reissued certificate representing the balance of nontendered
Outstanding Notes will be sent to such tendering Holder, unless otherwise
provided in the appropriate box on this Letter of Transmittal, promptly after
the Expiration Date. ALL OF THE OUTSTANDING NOTES DELIVERED TO THE EXCHANGE
AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
Any Holder who has tendered Outstanding Notes may withdraw the tender by
delivering written notice of withdrawal (which may be sent by facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight courier), mail or hand delivery) to the Exchange Agent on
or prior to the Expiration Date. For a withdrawal to be effective, a written
notice of withdrawal must be received by the Exchange Agent at its address set
forth herein on or prior to the Expiration Date. Any such notice of withdrawal
must:
- specify the name of the person having tendered the Outstanding Notes to
be withdrawn (the "Depositor"),
- identify the Outstanding Notes to be withdrawn (including the certificate
number or numbers and principal amount of such Outstanding Notes),
- be timely received and signed by the Holder in the same manner as the
original signature on the Letter of Transmittal by which such Outstanding
Notes were tendered or as otherwise set forth in Instruction 4 below
(including any required signature guarantees), or be accompanied by
documents of transfer sufficient to have the Trustee (as defined in the
Prospectus) register the transfer of such Outstanding Notes pursuant to
the terms of the Indenture into the name of the person withdrawing the
tender,
- contain a statement that the Holder is withdrawing its election to have
such Outstanding Notes exchanged, and
- specify the name in which any such Outstanding Notes are to be
registered, if different from that of the Depositor.
If Outstanding Notes have been tendered pursuant to the procedure for
book-entry transfer, any notice of withdrawal must specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Outstanding Notes or otherwise comply with the Book-Entry Transfer
Facility's procedures. See "The Exchange Offer -- Withdrawal of Tenders" section
of the Prospectus.
Withdrawals of tenders of Outstanding Notes may not be rescinded.
Outstanding Notes properly withdrawn will not be deemed to have been validly
tendered for purposes of the Exchange Offer, and no Exchange Notes will be
issued with respect thereto unless the Outstanding Notes so withdrawn are
validly retendered. Properly withdrawn
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Outstanding Notes may be retendered at any subsequent time on or prior to the
Expiration Date by following the procedures described in "The Exchange
Offer -- Procedures for Tendering" section of the Prospectus.
You may retender properly withdrawn Outstanding Notes in this exchange by
following the procedures above at any time on or before the Expiration Date.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the Holder
of the Outstanding Notes tendered hereby, the signature must correspond exactly
with the name as written on the face of the certificates or on a securities
position listing without any change whatsoever.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Outstanding Notes are registered in different names on
several certificates or securities positions listings, it will be necessary to
complete, sign and submit as many separate copies of this Letter of Transmittal
as there are different registrations.
The signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an Eligible Institution unless the
Outstanding Notes tendered pursuant hereto are tendered (i) by a registered
Holder of the Outstanding Notes who has not completed the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" in this Letter of
Transmittal or (ii) for the account of an Eligible Institution. In the event
that the signatures in this Letter of Transmittal or a notice of withdrawal, as
the case may be, are required to be guaranteed, such guarantees must be by a
firm which is a member of a registered national securities exchange or a member
of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United States, or another
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (collectively, "Eligible
Institutions").
If this Letter of Transmittal is signed by a person other than the Holder
of any Outstanding Notes listed therein, such Outstanding Notes must be endorsed
or accompanied by a properly completed bond power signed by such Holder exactly
as the name or names of such Holder or Holders appear(s) on such Outstanding
Notes with the signatures on the Outstanding Notes or the bond power guaranteed
by an Eligible Institution.
If this Letter of Transmittal or any Outstanding Notes or assignments or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by InSight, evidence satisfactory to InSight of their authority to
so act must be submitted with this Letter of Transmittal.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders of
Outstanding Notes should indicate in the applicable box the name and address to
which Exchange Notes issued pursuant to the Exchange Offer and/or substitute
certificates evidencing Outstanding Notes not exchanged are to be issued or
sent, if different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the Tax Identification
Number ("TIN") or Social Security Number of the person named must also be
indicated. A Holder of Outstanding Notes tendering Outstanding Notes by
book-entry transfer may request that Outstanding Notes not exchanged be credited
to such account maintained at the Book-Entry Transfer Facility as such Holder
may designate hereon. If no such instructions are given, such Outstanding Notes
not exchanged will be returned to the name or address of the person signing this
Letter of Transmittal or credited to the account listed beneath the box entitled
"Description of Outstanding Notes," as the case may be.
6. TAX IDENTIFICATION NUMBER; SUBSTITUTE FORM W-9. Each tendering Holder
whose Outstanding Notes are accepted for exchange must provide InSight (as
payor) with such Holder's correct TIN on Substitute Form W-9, made a part of
this Letter of Transmittal, which, in the case of a tendering Holder who is an
individual, is his or her Social Security Number. If InSight is not provided
with the current TIN or an adequate basis for an exemption, such tendering
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, delivery to such tendering Holder of Exchange Notes may be subject
to backup withholding in an amount equal to 30% (subject to adjustment in future
years) of all reportable payments made after the exchange. If withholding
results in an overpayment of taxes, a refund may be obtained.
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Exempt Holders of Outstanding Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the attached Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering Holder of Outstanding Notes
must provide its correct TIN by completing the Substitute Form W-9 set forth in
this Letter of Transmittal, certifying that the TIN provided is correct (or that
such Holder is awaiting a TIN) and that:
- the Holder is exempt from backup withholding,
- the Holder has not been notified by the Internal Revenue Service that
such Holder is subject to backup withholding as a result of a failure to
report all interest or dividends or
- the Internal Revenue Service has notified the Holder that such Holder is
no longer subject to backup withholding.
If the tendering Holder of Outstanding Notes is a nonresident alien or
foreign entity not subject to backup withholding, such Holder must give InSight
a completed Form W-8 BEN, Certificate of Foreign Status. These forms may be
obtained from the Exchange Agent. If the Outstanding Notes are in more than one
name or are not in the name of the actual owner, such Holder should consult the
W-9 Guidelines for information on which TIN to report. If such Holder does not
have a TIN, such Holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 3 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: Checking such box and writing "applied
for" on the form means that such Holder has already applied for a TIN or that
such Holder intends to apply for one in the near future. If such Holder does not
provide its TIN to InSight within 60 days, backup withholding will begin and
continue until such Holder furnishes its TIN to InSight.
7. TRANSFER TAXES. InSight will pay all transfer taxes, if any, applicable
to the transfer of Outstanding Notes to it or its order pursuant to the Exchange
Offer. If, however, Exchange Notes and/or substitute Outstanding Notes not
exchanged are to be delivered to, or are to be registered or issued in the name
of, any person other than the Holder of the Outstanding Notes tendered hereby,
or if tendered Outstanding 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 transfer of Outstanding Notes to InSight
or its order pursuant to the Exchange Offer, the amount of any such transfer
taxes (whether imposed on the Holder or any other persons) will be payable by
the tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer taxes
will be billed directly to such tendering Holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR TRANSFER
TAX STAMPS TO BE AFFIXED TO THE OUTSTANDING NOTES SPECIFIED IN THIS LETTER OF
TRANSMITTAL.
8. WAIVER OF CONDITIONS. InSight reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
9. DETERMINATION OF VALIDITY. InSight will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of
Outstanding Notes, which determination shall be final and binding on all
parties. InSight reserves the absolute right to reject any and all tenders
determined by it not to be in proper form or the acceptance of which, or
exchange for which, may be unlawful. InSight also reserves the absolute right,
subject to applicable law, to waive any of the conditions of the Exchange Offer
set forth in the Prospectus under the caption "The Exchange Offer -- Conditions"
or any conditions or irregularity in any tender of Outstanding Notes of any
particular Holder whether or not similar conditions or irregularities are waived
in the case of other Holders.
InSight's interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) will be final
and binding. No tender of Outstanding Notes will be deemed to have been validly
made until all irregularities with respect to such tender have been cured or
waived. Although InSight intends to notify holders of defects or irregularities
with respect to tenders of Outstanding Notes, none of InSight, the Guarantors,
any employees, agents, affiliates or assigns of InSight, the Exchange Agent, or
any other person shall be
15
under any duty to give notification of any irregularities in tenders or incur
any liability for failure to give such notification.
10. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Outstanding Notes,
by execution of this Letter of Transmittal, shall waive any right to receive
notice of the acceptance of their Outstanding Notes for exchange.
11. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. Any Holder
whose Outstanding Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions. The Holder will then be instructed as to the steps that must be
taken to replace the certificate(s). This Letter of Transmittal and related
documents cannot be processed until the Outstanding Notes have been replaced.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent, at the address and telephone number indicated above.
13. INADEQUATE SPACE. If the space provided herein is inadequate, the
aggregate principal amount of Outstanding Notes being tendered and the
certificate number or numbers (if available) should be listed on a separate
schedule attached hereto and separately signed by all parties required to sign
this Letter of Transmittal.
IMPORTANT: TO TENDER IN THE EXCHANGE OFFER, A HOLDER MUST COMPLETE, SIGN
AND DATE THIS LETTER OF TRANSMITTAL OR A COPY HEREOF (TOGETHER WITH CERTIFICATES
FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) AND HAVE THE SIGNATURES
HEREON GUARANTEED IF REQUIRED BY THIS LETTER OF TRANSMITTAL, OR DELIVER A NOTICE
OF GUARANTEED DELIVERY, TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE
UNLESS, IN THE CASE OF OUTSTANDING NOTES HELD IN BOOK-ENTRY FORM, TENDERS ARE
VALIDLY MADE IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S ATOP
PROCEDURES.
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The Exchange Agent for the Exchange Offer is:
STATE STREET BANK AND TRUST COMPANY, N.A.
By Hand, Overnight Delivery or Registered/Certified Mail:
c/o State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, MA 02111
Attention: Ralph Jones
By Facsimile:
(617) 662-1452
Confirm by Telephone:
(617) 662-1548
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