EXHIBIT 99.1
ALPHA NATURAL RESOURCES, LLC
ALPHA NATURAL RESOURCES CAPITAL CORP.
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING 10% SENIOR NOTES DUE 2012
IN EXCHANGE FOR
AN EQUAL AMOUNT OF THE ISSUERS' 10% SENIOR NOTES DUE 2012
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
TIME, ON , 2005 (THE "EXPIRATION DATE") UNLESS EXTENDED.
The Exchange Agent for the Exchange Offer is:
WELLS FARGO BANK, NATIONAL ASSOCIATION
<Table>
By Registered or Certified Mail By Overnight Courier or Regular Mail: By Hand Delivery
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Services
MAC N9303-121 MAC N9303-121 608 2nd Avenue South
P.O. Box 1517 6th & Marquette Avenue Northstar East Building -- 12th Floor
Minneapolis, MN 55480 Minneapolis, MN 55479 Minneapolis, MN 55402
</Table>
By Facsimile Transmission:
Facsimile: (612) 667-6282
To Confirm by Telephone:
Telephone: (800) 344-5128
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Holders of Outstanding Notes (as defined below) should complete this Letter
of Transmittal either if Outstanding Notes are to be forwarded herewith or if
tenders of Outstanding Notes are to be made by book-entry transfer to an account
maintained by the Exchange Agent at the book-entry transfer facility specified
by the holder pursuant to the procedures set forth in "The Exchange
Offer -- Book-Entry Delivery Procedures" and "The Exchange Offer -- Procedures
for Tendering Outstanding Notes" in the Prospectus (as defined below) and an
"Agent's Message" (as defined below) is not delivered. If tender is being made
by book-entry transfer, the holder must have an Agent's Message delivered in
lieu of this Letter of Transmittal.
Holders of Outstanding Notes whose certificates for such Outstanding Notes
are not immediately available or who cannot deliver their certificates and all
other required documents to the Exchange Agent on or prior to the Expiration
Date or who cannot complete the procedures for book-entry transfer on a timely
basis, must tender their Outstanding Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures"
in the Prospectus.
As used in this Letter of Transmittal, the term "holder" with respect to
the Exchange Offer (as defined below) means any person in whose name Outstanding
Notes are registered or any other person who has obtained a properly completed
bond power from the registered holder or the book-entry transfer facility whose
name appears on the security listing as the owner of the Outstanding Notes.
The undersigned acknowledges receipt of the Prospectus dated ,
2005 (as it may be amended or supplemented from time to time, the "Prospectus")
of Alpha Natural Resources, LLC, a Delaware limited liability company (the
"Company"), Alpha Natural Resources Capital Corp., a Delaware corporation
("Alpha Capital" and together with the Company, the "Issuers"), and the
Company's subsidiaries other than Alpha Capital and certain of its parent
companies (each, a "Guarantor" and collectively, the "Guarantors"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Issuers' offer (the "Exchange Offer") to exchange their 10% Senior Notes due
2012, guaranteed by the Guarantors, that have been registered under the
Securities Act of 1933, as amended (collectively, the "Exchange Notes"), for an
equal aggregate principal amount their outstanding 10% Senior Notes due 2012,
guaranteed by the Guarantors, that were originally sold pursuant to a private
offering (collectively, the "Outstanding Notes").
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 exchange pursuant to the Exchange Offer,
except that the Exchange Notes are freely transferable by holders thereof
(except as provided herein or in the Prospectus). Capitalized terms used but not
defined herein shall have the same meaning given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE
ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF
TRANSMITTAL.
2
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action that the undersigned desires to
take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
aggregate principal amounts of Outstanding Notes should be listed on a separate
signed schedule affixed hereto.
ALL TENDERING HOLDERS COMPLETE BOX 1:
BOX 1*
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<Caption>
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DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
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CERTIFICATE OR AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) REGISTRATION AGGREGATE PRINCIPAL AMOUNT OF
(PLEASE FILL IN, IF BLANK, EXACTLY AS NUMBER(S) OF AMOUNT REPRESENTED OUTSTANDING NOTES
NAME(S) APPEAR(S) ON CERTIFICATE(S)) OUTSTANDING NOTES** BY OUTSTANDING NOTES BEING TENDERED***
- ---------------------------------------------------------------------------------------------------------------------------------
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TOTAL:
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* If the space provided is inadequate, list the certificate numbers and principal amount of Outstanding Notes on a separate
signed schedule and attach the list to this Letter of Transmittal.
** Need not be completed by book-entry holders.
*** The minimum permitted tender is $1,000 in principal amount. All tenders must be in integral multiples of $1,000 in principal
amount. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal
amount represented by such Outstanding Notes. See instruction 2.
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
3
BOX 2
BOOK-ENTRY TRANSFER
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
- --------------------------------------------------------------------------------
Account Number
- --------------------------------------------------------------------------------
Transaction Code Number
- --------------------------------------------------------------------------------
Holders of Outstanding Notes that are tendering by book-entry transfer to
the Exchange Agent's account at DTC can execute the tender through DTC's
Automated Tender Offer Program ("ATOP") for which the transaction will be
eligible. DTC participants that are accepting the Exchange Offer must transmit
their acceptances to DTC, which will verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a
computer-generated message (an "Agent's Message") to the Exchange Agent for its
acceptance in which the holder of the Outstanding Notes acknowledges and agrees
to be bound by the terms of, and makes the representations and warranties
contained in, this Letter of Transmittal, and the DTC participant confirms on
behalf of itself and the beneficial owners of such Outstanding Notes all
provisions of this Letter of Transmittal (including any representations and
warranties) applicable to it and such beneficial owner as fully as if it had
completed the information required herein and executed and transmitted this
Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting
an acceptance of the Exchange Offer through the ATOP procedures will be deemed
to have agreed to be bound by the terms of this Letter of Transmittal. Delivery
of an Agent's Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message. DTC participants may also accept the Exchange Offer by
submitting a Notice of Guaranteed Delivery through ATOP.
BOX 3
NOTICE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2 BELOW)
[ ] CHECK HERE IF TENDERED OUTSTANDING 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)
- --------------------------------------------------------------------------------
Window Ticket Number (if any)
- --------------------------------------------------------------------------------
Name of Eligible Guarantor Institution that Guaranteed Delivery
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
- --------------------------------------------------------------------------------
Name of Institution Which Guaranteed Delivery
- --------------------------------------------------------------------------------
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution
- --------------------------------------------------------------------------------
Account Number
- --------------------------------------------------------------------------------
Transaction Code Number
- --------------------------------------------------------------------------------
4
BOX 4
RETURN OF NON-EXCHANGED OUTSTANDING NOTES
TENDERED BY BOOK-ENTRY TRANSFER
[ ] CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-
EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT
NUMBER SET FORTH ABOVE.
BOX 5
PARTICIPATING BROKER-DEALER
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES
FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS
AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
If the undersigned is not a broker-dealer, the undersigned represents that
it is acquiring the Exchange Notes in the ordinary course of business and has no
arrangement or understanding with any person to participate in a distribution of
the Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale or transfer of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. A broker-dealer may not participate in the Exchange Offer
with respect to Outstanding Notes acquired other than as a result of
market-making activities or other trading activities. Any broker-dealer who
purchased Outstanding Notes from the Issuers to resell pursuant to Rule 144A
under the Securities Act or any other available exemption under the Securities
Act must comply with the registration and prospectus delivery requirements under
the Securities Act.
5
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers the aggregate principal amount of the
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of all or any portion of the Outstanding Notes 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
exchanges, assigns and transfers to, or upon the order of, the Issuers all
right, title and interest in and to such Outstanding Notes as are being tendered
herewith.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as its true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Exchange Agent also acts as the agent of the Issuers, in
connection with the Exchange Offer) with respect to the tendered Outstanding
Notes, with full power of substitution and resubstitution (such power of
attorney being deemed an irrevocable power coupled with an interest) to (1)
deliver certificates representing such Outstanding Notes, or transfer ownership
of such Outstanding Notes on the account books maintained by the book-entry
transfer facility specified by the holder(s) of the Outstanding Notes, together,
in each such case, with all accompanying evidences of transfer and authenticity
to, or upon the order of, the Issuers, (2) present and deliver such Outstanding
Notes for transfer on the books of the Issuers and (3) receive all benefits or
otherwise exercise all rights and incidents of beneficial ownership of such
Outstanding Notes, all in accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, exchange, assign and transfer the
Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are
accepted for exchange, the Issuers will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
(c) the Outstanding Notes tendered for exchange are not subject to any adverse
claims or proxies when accepted by the Issuers. The undersigned hereby further
represents that any 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, that neither the holder of such Outstanding Notes nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Exchange Notes, and that neither the holder of such
Outstanding Notes nor any such other person is an "affiliate," as such term is
defined in Rule 405 under the Securities Act, of the Issuers or any guarantor.
The undersigned also acknowledges that this Exchange Offer is being made
based on the Issuers' understanding of an interpretation by the staff of the
Securities and Exchange Commission (the "SEC") as set forth in no-action letters
issued to third parties, including Morgan Stanley & Co. Incorporated (available
June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as
interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or
similar 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 each holder thereof (other than a broker-
dealer who acquires such Exchange Notes directly from the Issuers 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 the
Issuers or 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 or understanding with any person to participate in the
distribution of such Exchange Notes. If a holder of the Outstanding Notes is an
affiliate of the Issuers or the guarantors, is not acquiring the Exchange Notes
in the ordinary course of its business, is engaged in or intends to engage in a
distribution of the Exchange Notes or has any arrangement or understanding with
respect to the distribution of the Exchange Notes to be acquired pursuant to the
Exchange Offer, such holder (x) may not rely on the applicable interpretations
of the staff of the SEC and (y) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction. If the undersigned is a broker-dealer that will receive the
Exchange Notes for its own account in exchange for the 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 activities or other trading
activities and acknowledges that it will deliver a prospectus in connection with
any resale or transfer of such Exchange Notes; however, by so
6
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers or the Exchange Agent to be necessary or
desirable to complete the exchange, assignment and transfer of the tendered
Outstanding Notes or transfer ownership of such Outstanding Notes on the account
books maintained by the book-entry transfer facility. The undersigned further
agrees that acceptance of any and all validly tendered Outstanding Notes by the
Issuers and the issuance of Exchange Notes in exchange therefor shall constitute
performance in full by the Issuers and the Guarantors of their obligations under
the Registration Rights Agreement dated May 18, 2004, among the Issuers, the
Guarantors named therein, and Credit Suisse First Boston LLC for itself and on
behalf of the Initial Purchasers named therein (the "Registration Rights
Agreement"), and that the Issuers and the Guarantors shall have no further
obligations or liabilities thereunder except as provided in Section 5 of such
agreement. The undersigned will comply with its obligations under the
Registration Rights Agreement.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Issuers), as more particularly set
forth in the Prospectus, the Issuers may not be required to exchange any of the
Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not
exchanged will be returned to the undersigned at the address shown above,
promptly following the expiration or termination of the Exchange Offer. In
addition, the Issuers may amend the Exchange Offer at any time prior to the
Expiration Date if any of the conditions set forth under "The Exchange
Offer -- Conditions to the Exchange Offer" occur.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, administrators, trustees in bankruptcy and legal representatives
of the undersigned. Tendered Outstanding Notes may be withdrawn at any time
prior to the Expiration Date in accordance with the procedures set forth in the
terms of this Letter of Transmittal.
Unless otherwise indicated herein in the box entitled "Special Registration
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing the Outstanding Notes for any Outstanding
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of the Outstanding Notes, please credit the account
indicated above. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Exchange Notes (and, if
applicable, substitute certificates representing the Outstanding Notes for any
Outstanding Notes not exchanged) to the undersigned at the address shown above
in the box entitled "Description of Outstanding Notes Tendered Herewith."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING
NOTES TENDERED HEREWITH" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.
7
BOX 6
SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for the Outstanding Notes not tendered
and/or certificates for the Exchange Notes are to be issued in the name of
someone other than the registered holder(s) of the Outstanding Notes whose
name(s) appear(s) above.
Issue: [ ] Outstanding Notes not tendered to:
[ ] Exchange Notes to:
Name(s):
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number.
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- --------------------------------------------------------------------------------
BOX 7
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for the Outstanding Notes not tendered
and/or certificates for the Exchange Notes are to be sent to someone other than
the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above,
or such registered holder(s) at an address other than that shown above.
Mail: [ ] Outstanding Notes not tendered to:
[ ] Exchange Notes to:
Name(s):
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number.
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- --------------------------------------------------------------------------------
8
BOX 8
TENDERING HOLDER(S) SIGN HERE
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
Must be signed by the registered holder(s) (which term, for the purposes
described herein, shall include the book-entry transfer facility whose name
appears on a security listing as the owner of the Outstanding Notes) of the
Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes
hereby tendered or by any person(s) authorized to become the registered
holder(s) by properly completed bond powers or endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth the full title of such
person. See Instruction 4.
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- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date:
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Daytime Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 4)
AUTHORIZED SIGNATURE:
----------------------------------------------
Date:
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
Address of Firm:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- --------------------------------------------------------------------------------
9
BOX 9
PAYER'S NAME: ALPHA NATURAL RESOURCES, LLC AND ALPHA NATURAL RESOURCES CAPITAL
CORP.
<Table>
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING ------------------------------------
BELOW. Name
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE ------------------------------------
Social Security Number
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN) OR
------------------------------------
Employer Identification Number
-------------------------------------
PART 3 --
AWAITING TIN [ ]
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PART 2 -- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(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, 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 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).
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CERTIFICATE INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
UNDER-REPORTING 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 THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO
NOT CROSS OUT SUCH ITEM (2).
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THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
SIGN HERE
SIGNATURE ------------------------------
DATE ------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE 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 THE 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 (1) 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 (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 28%
of all reportable payments made to me will be withheld.
<Table>
Signature Date
- ------------------------------------------------------------ -------------------------
</Table>
10
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE
(YOU) TO GIVE THE PAYER. -- Social security numbers have nine digits separated
by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine
digits separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF --
- -------------------------------------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account(1)
3. Husband and wife (joint account) The actual owner of the account or, if joint funds,
either person(1)
4. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
5. Adult and minor (joint account) The adult, or if the minor is the only contributor,
the minor(1)
6. Account in the name of guardian or committee for a The ward, minor, or incompetent person(3)
designated ward, minor, or incompetent person
7. a. The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a legal or The actual owner(1)
valid trust under State law
8. Sole proprietorship or single-owner LLC The owner(4)
9. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying
number of the personal representative or trustee
unless the legal entity itself is not designated in
the account title)(5)
10. Corporate account or LLC electing corporate status The corporation
on Form 8832
11. Association, club, religious, charitable, The organization
educational or other tax-exempt organization
12. Partnership or multi-member LLC The partnership
13. Association, club or other tax-exempt organization The organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a state or local
government, school district or prison) that
receives agricultural program payments
</Table>
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) You must show your individual name. You may also enter your business name.
You may use either your Social Security Number or your Employer
Identification Number.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL
BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
- An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7), if
the account satisfies the requirements of Section 401(f)(2).
- The United States or a state thereof, the District of Columbia, a possession
of the United States, or a political subdivision or wholly-owned agency or
instrumentality of any one or more of the foregoing.
- An international organization or any agency or instrumentality thereof.
- A foreign government and any political subdivision, agency or
instrumentality thereof.
PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
- A corporation.
- A financial institution.
- A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
- A real estate investment trust.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- A middleman known in the investment community as a nominee or custodian.
- A futures commission merchant registered with the Commodity Futures Trading
Commission.
- A foreign central bank of issue.
- A trust exempt from tax under Section 664 or described in Section 4947.
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS GENERALLY EXEMPT FROM BACKUP
WITHHOLDING INCLUDE:
- Payments to nonresident aliens subject to withholding under Section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and you have
not provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 OF THE
FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
PRIVACY ACT NOTICE. -- Section 6109 requires you to provide your correct
taxpayer identification number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to payer. Certain penalties may also apply.
PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
GENERAL
Please do not send certificates for Outstanding Notes directly to the
Issuers. Your certificates for Outstanding Notes, together with your signed and
completed Letter of Transmittal and any required supporting documents, should be
mailed or otherwise delivered to the Exchange Agent at the address set forth on
the first page hereof. The method of delivery of Outstanding Notes, this Letter
of Transmittal and all other required documents is at your sole option and risk
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, or overnight or hand delivery service is recommended. In all
cases, sufficient time should be allowed to ensure timely delivery.
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. A holder of Outstanding Notes (which term, for the
purposes described herein, shall include the book-entry transfer facility whose
name appears on a security listing as the owner of the Outstanding Notes) may
tender the same by (i) properly completing and signing this Letter of
Transmittal or a facsimile hereof (all references in the Prospectus to the
Letter of Transmittal shall be deemed to include a facsimile thereof) and
delivering the same, together with the certificate or certificates, if
applicable, representing the Outstanding Notes being tendered and any required
signature guarantees and any other documents required by this Letter of
Transmittal, to the Exchange Agent at its address set forth above on or prior to
the Expiration Date, (ii) complying with the procedure for book-entry transfer
described below or (iii) complying with the guaranteed delivery procedures
described below.
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available or (ii) who cannot deliver their
Outstanding Notes, this Letter of Transmittal and all other required documents
to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot
comply with the book-entry transfer procedures on a timely basis, must tender
their Outstanding Notes pursuant to the guaranteed delivery procedure set forth
in "The Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus and
by completing Box 3. Holders may tender their Outstanding Notes if: (i) the
tender is made by or through an Eligible Guarantor Institution (as defined
below); (ii) the Exchange Agent receives (by facsimile transmission, mail or
hand delivery), on or prior to the Expiration Date, a properly completed and
duly executed Notice of Guaranteed Delivery in the form provided with this
Letter of Transmittal that (a) sets forth the name and address of the holder of
Outstanding Notes, if applicable, the certificate number(s) of the Outstanding
Notes to be tendered and the principal amount of Outstanding Notes tendered; (b)
states that the tender is being made thereby; and (c) guarantees that, within
three New York Stock Exchange trading days after the Expiration Date, the Letter
of Transmittal, or a facsimile thereof, together with the Outstanding Notes or a
book-entry confirmation, and any other documents required by the Letter of
Transmittal, will be deposited by the Eligible Guarantor Institution with the
Exchange Agent; or (iii) the Exchange Agent receives a properly completed and
executed Letter of Transmittal, or facsimile thereof and the certificate(s)
representing all tendered Outstanding Notes in proper form or a confirmation of
book-entry transfer of the Outstanding Notes into the Exchange Agent's account
at the appropriate book-entry transfer facility and all other documents required
by this Letter of Transmittal within three New York Stock Exchange trading days
after the Expiration Date.
Any Holder who wishes to tender Outstanding Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery relating to such Outstanding
Notes prior to the Expiration Date. Failure to complete the guaranteed delivery
procedures outlined above will not, of itself, affect the validity or effect a
revocation of any Letter of Transmittal form properly completed and executed by
a holder who attempted to use the guaranteed delivery procedures.
No alternative, conditional, irregular or contingent tenders will be
accepted. Each tendering holder, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Outstanding Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS. Tenders of Outstanding Notes will be
accepted only in the principal amount of $1,000 and integral multiples of
$1,000. If less than the entire principal amount of Outstanding Notes evidenced
by a submitted certificate is tendered, the tendering holder(s) must fill in the
aggregate principal amount of Outstanding Notes tendered in the column entitled
"Description of Outstanding Notes Tendered Herewith" in Box 1 above. A newly
issued certificate for the Outstanding Notes submitted but not tendered will be
sent to such holder promptly after the
Expiration Date, unless otherwise provided in the appropriate box on this Letter
of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be
deemed to have been tendered in full unless otherwise clearly indicated.
Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time prior to the Expiration Date, after which tenders of Outstanding
Notes are irrevocable.
To be effective with respect to the tender of Outstanding Notes, a written
notice of withdrawal (which may be by telegram, telex, facsimile or letter)
must: (i) be received by the Exchange Agent at the address for the Exchange
Agent set forth above before the Issuers notify the Exchange Agent that they
have accepted the tender of Outstanding Notes pursuant to the Exchange Offer;
(ii) specify the name of the person who tendered the Outstanding Notes to be
withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the
principal amount of such Outstanding Notes, or, if applicable, the certificate
numbers shown on the particular certificates evidencing such Outstanding Notes
and the principal amount of Outstanding Notes represented by such certificates);
(iv) include a statement that such holder is withdrawing its election to have
such Outstanding Notes exchanged; (v) specify the name in which any such
Outstanding Notes are to be registered, if different from that of the
withdrawing holder; and (vi) be signed by the holder in the same manner as the
original signature on this Letter of Transmittal (including any required
signature guarantee). The Exchange Agent will return the properly withdrawn
Outstanding Notes promptly following receipt of notice of withdrawal. 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. All questions as to the validity, form and eligibility of notices of
withdrawals, including time of receipt, will be determined by the Issuers, and
such determination will be final and binding on all parties.
Any Outstanding Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes
which have been tendered for exchange but which are not accepted for exchange
for any reason will be returned to the holder thereof without cost to such
holder (or, in the case of Outstanding Notes tendered by book-entry transfer
into the Exchange Agent's account at the book entry transfer facility pursuant
to the book-entry transfer procedures described above, such Outstanding Notes
will be credited to an account with such book-entry transfer facility specified
by the holder) promptly after withdrawal, rejection of tender or termination of
the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by
following one of the procedures described under the caption "The Exchange
Offer -- Procedures for Tendering Outstanding Notes" in the Prospectus at any
time prior to the Expiration Date.
Neither the Issuers, any affiliate or assigns of the Issuers, the Exchange
Agent nor any other person will be under any duty to give any notification of
any irregularities in any notice of withdrawal or incur any liability for
failure to give such notification (even if such notice is given to other
persons).
3. BENEFICIAL OWNER INSTRUCTIONS. Only a holder of Outstanding Notes
(i.e., a person in whose name Outstanding Notes are registered on the books of
the registrar or, or, in the case of Outstanding Notes held through book-entry,
such book-entry transfer facility specified by the holder), or the legal
representative or attorney-in-fact of a holder, may execute and deliver this
Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to
accept the Exchange Offer must arrange promptly for the appropriate holder to
execute and deliver this Letter of Transmittal on his or her behalf through the
execution and delivery to the appropriate holder of the "Beneficial Owner
Instructions to Registered Holder" form accompanying this Letter of Transmittal.
4. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the registered holder(s) (which term, for the purposes described herein,
shall include the book-entry transfer facility whose name appears on a security
listing as the owner of the Outstanding Notes) of the Outstanding Notes tendered
hereby, the signature must correspond exactly with the name(s) as written on the
face of the certificates (or on such security listing) without alteration,
addition, enlargement or any change whatsoever.
If any of the Outstanding Notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Outstanding Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal (or facsimiles thereof) as there are
different registrations of Outstanding Notes.
When this Letter of Transmittal is signed by the registered holder(s) of
Outstanding Notes (which term, for the purposes described herein, shall include
the book-entry transfer facility whose name appears on a security listing as the
owner of the Outstanding Notes) listed and tendered hereby, no endorsements of
certificates or separate written instruments of transfer or exchange are
required. If, however, this Letter of Transmittal is signed by a person other
than the registered holder(s) of the Outstanding Notes listed or the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the registered holder(s) of the Outstanding Notes, such
Outstanding Notes must be endorsed or accompanied by separate written
instruments of transfer or exchange in form satisfactory to the Issuers and duly
executed by the registered holder, in each case signed exactly as the name or
names of the registered holder(s) appear(s) on the Outstanding Notes and the
signatures on such certificates must be guaranteed by an Eligible Guarantor
Institution.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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 Issuers, submit proper evidence
satisfactory to the Issuers, in their sole discretion, of such persons'
authority to so act.
ENDORSEMENTS ON CERTIFICATES FOR THE OUTSTANDING NOTES OR SIGNATURES ON
BOND POWERS REQUIRED BY THIS INSTRUCTION 4 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 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 (AN "ELIGIBLE GUARANTOR INSTITUTION").
SIGNATURES ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION, UNLESS OUTSTANDING NOTES ARE TENDERED: (I) BY A
REGISTERED HOLDER (WHICH TERM, FOR THE PURPOSES DESCRIBED HEREIN, SHALL INCLUDE
THE BOOK-ENTRY TRANSFER FACILITY WHOSE NAME APPEARS ON A SECURITY LISTING AS THE
OWNER OF THE OUTSTANDING NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL
REGISTRATION INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OF
TRANSMITTAL; OR (II) FOR THE ACCOUNT OF AN ELIGIBLE GUARANTOR INSTITUTION.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering holders
should indicate, in the applicable Box 6 or Box 7, the name and address in/to
which the Exchange Notes and/or certificates for Outstanding Notes not exchanged
are to be issued or sent, if different from the name(s) and address(es) of the
person signing this Letter of Transmittal. In the case of issuance in a
different name, the tax identification number or social security number of the
person named must also be indicated. A holder tendering the Outstanding Notes by
book-entry transfer may request that the Outstanding Notes not exchanged be
credited to such account maintained at the book-entry transfer facility as such
holder may designate. See Box 4.
If no such instructions are given, the Exchange Notes (and any Outstanding
Notes not tendered or not accepted) will be issued in the name of and sent to
the holder signing this Letter of Transmittal or deposited into such holder's
account at the applicable book-entry transfer facility.
6. TRANSFER TAXES. The Issuers shall pay all transfer taxes, if any,
applicable to the transfer and exchange of the Outstanding Notes to them or to
their order pursuant to the Exchange Offer. If, however, the Exchange Notes are
delivered to or issued in the name of a person other than the registered holder,
or if a transfer tax is imposed for any reason other than the transfer and
exchange of Outstanding Notes to the Issuers or to their order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
registered holder or any other person) 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 6, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter
of Transmittal.
7. WAIVER OF CONDITIONS. The Issuers reserve the absolute right to waive,
in whole or in part, any of the conditions to the Exchange Offer set forth in
the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES. Any holder whose
Outstanding Notes have been mutilated, lost, stolen or destroyed, should
promptly contact the Exchange Agent at the address set forth on the first page
hereof for further instructions. 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 completed.
9. NO CONDITIONAL TENDERS; NO NOTICE OF IRREGULARITIES. No alternative,
conditional, irregular or contingent tenders will be accepted. All tendering
holders, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their Outstanding Notes for exchange. The
Issuers reserve the right, in their reasonable judgment, to waive any defects,
irregularities or conditions of tender as to particular Outstanding Notes. The
Issuers' 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
the Issuers shall determine. Although the Issuers intend to notify holders of
defects or irregularities with respect to tenders of Outstanding Notes, neither
the Issuers, the Exchange Agent nor any other person is under any obligation to
give such notice nor shall they 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. Any Outstanding
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holder promptly following the
Expiration Date.
10. 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 set forth on the first page hereof.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF
(TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY
MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a tendering holder whose Outstanding
Notes are accepted for exchange may be subject to backup withholding unless the
holder provides Wells Fargo Bank, National Association as Paying Agent (the
"Paying Agent"), with either (i) such holder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 attached hereto, certifying (A) that
the TIN provided on Substitute Form W-9 is correct (or that such holder of
Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes
is not subject to backup withholding because (x) such holder of Outstanding
Notes is exempt from backup withholding, (y) such holder of Outstanding Notes
has not been notified by the Internal Revenue Service that he or she is subject
to backup withholding as a result of a failure to report all interest or
dividends or (z) the Internal Revenue Service has notified the holder of
Outstanding Notes that he or she is no longer subject to backup withholding and
(C) that the holder of Outstanding Notes is a U.S. person (including a U.S.
resident alien); or (ii) an adequate basis for exemption from backup
withholding. If such holder of Outstanding Notes is an individual, the TIN is
such holder's social security number. If the Paying Agent is not provided with
the correct TIN, the holder of Outstanding Notes may also be subject to certain
penalties imposed by the Internal Revenue Service and any payments that are made
to such holder may be subject to backup withholding (see below).
Certain holders of Outstanding Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. However, exempt holders of Outstanding
Notes should indicate their exempt status on the Substitute Form W-9. For
example, a corporation should complete the Substitute Form W-9, providing its
TIN and indicating that it is exempt from backup withholding. In order for a
foreign individual to qualify as an exempt recipient, the holder must submit a
Form W-8BEN, signed under penalties of perjury, attesting to that individual's
exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions. Holders are encouraged to consult
their own tax advisors to determine whether they are exempt from these backup
withholding and reporting requirements.
If backup withholding applies, the Paying Agent is required to withhold 28%
of any payments made to the holder of Outstanding Notes or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service, provided the required information is furnished.
The Paying Agent cannot refund amounts withheld by reason of backup withholding.
A holder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if the surrendering holder of Outstanding Notes has not been
issued a TIN and has applied for a TIN or intends to apply for a TIN in the
near future. If the box in Part 3 is checked, the holder of Outstanding Notes or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Paying Agent will
withhold 28% of all payments made prior to the time a properly certified TIN is
provided to the Paying Agent and, if the Paying Agent is not provided with a TIN
within 60 days, such amounts will be paid over to the Internal Revenue Service.
The holder of Outstanding Notes is required to give the Paying Agent the
TIN (e.g., social security number or employer identification number) of the
record owner of the Outstanding Notes. If the Outstanding 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" for additional guidance on which number to report.