EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
10.75% SENIOR NOTES DUE 2011
OF
PLASTIPAK HOLDINGS, INC.
PURSUANT TO THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _______, 2002 UNLESS EXTENDED (THE "EXPIRATION DATE").
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS.
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed and submitted to the Exchange Agent:
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
(THE "EXCHANGE AGENT")
By Registered/Certified Mail, Overnight Courier or Hand:
Wells Fargo Bank Minnesota, National Association
Corporate Trust Services
213 Court Street, Suite 902
Middletown, CT 06457
Facsimile Transmission: For Information Telephone:
860-704-6219 860-704-6216
Confirm Receipt of Facsimile
by Telephone:
860-704-6216
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL
INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 860-704-6216 OR
BY FACSIMILE AT 860-704-6219.
The undersigned hereby acknowledges receipt of the Prospectus dated
____________, 2002 (the "Prospectus") of Plastipak Holdings, Inc., a Delaware
corporation (the "Issuer"), and this Letter of
Transmittal (the "Letter of Transmittal"), that together constitute the Issuer's
offer (the "Exchange Offer") to exchange $1,000 in principal amount of its
10.75% Senior Notes due 2011 (the "exchange notes") which have been registered
under the Securities Act of 1933, as amended (the "Securities Act") for each
$1,000 in principal amount of its outstanding 10.75% Senior Notes due 2011
("outstanding notes"). Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.
The undersigned hereby tenders the outstanding notes described in Box 1
below (the "tendered notes") pursuant to the terms and conditions described in
the Prospectus and this Letter of Transmittal. The undersigned is the registered
owner of all the tendered notes and the undersigned represents that it has
received from each beneficial owner of the tendered notes ("Beneficial Owners")
a duly completed and executed form of "Instruction to Registered Holder and/or
Book-Entry Transfer Facility Participant from Beneficial Owner" accompanying
this Letter of Transmittal, instructing the undersigned to take the action
described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the
tendered notes, the undersigned hereby exchanges, assigns and transfers to, or
upon the order of, the Issuer all right, title, and interest in, to and under
the tendered notes.
Please issue the exchange notes exchanged for tendered notes in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions" below (Box 3), please send or cause to be sent the
certificates for the exchange notes (and accompanying documents, as appropriate)
to the undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the true and lawful agent and attorney in fact of the
undersigned with respect to the tendered notes, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver the tendered notes to the Issuer or cause ownership of
the tendered notes to be transferred to, or upon the order of, the Issuer, on
the books of the registrar for the outstanding notes and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Issuer upon receipt by the Exchange Agent, as the undersigned's agent, of
the exchange notes to which the undersigned is entitled upon acceptance by the
Issuer of the tendered notes pursuant to the Exchange Offer, and (ii) receive
all benefits and otherwise exercise all rights of beneficial ownership of the
tendered notes, all in accordance with the terms of the Exchange Offer.
The undersigned understands that tenders of outstanding notes pursuant
to the procedures described under the caption "The Exchange Offer" in the
Prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and the Issuer upon the terms and subject to the
conditions of the Exchange Offer, subject only to withdrawal of such tenders on
the terms set forth in the Prospectus under the caption "The Exchange Offer --
Withdrawal of Tenders." All authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned and any Beneficial
Owner(s), and every obligation of the undersigned or any Beneficial Owner(s)
hereunder shall be binding upon the heirs, representatives, successors, and
assigns of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the tendered
notes and that the Issuer will acquire good and unencumbered title thereto, free
and clear of all liens, restrictions, charges, encumbrances, and adverse claims
when the tendered notes are acquired by the Issuer as contemplated herein. The
undersigned and each Beneficial Owner will, upon request, execute and deliver
any additional documents reasonably requested by the Issuer or the Exchange
Agent as necessary or desirable to complete and give effect to the transactions
contemplated hereby.
The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.
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By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the exchange notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned and any Beneficial Owner(s) in the ordinary course of business
of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each
Beneficial Owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution of the exchange notes, (iii) except as otherwise disclosed in
writing herewith, neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuer,
(iv) that the undersigned is not a broker-dealer tendering securities directly
acquired from the Issuer for its own account, and (v) the undersigned and each
Beneficial Owner acknowledge and agree that any person participating in the
Exchange Offer with the intention or for the purpose of distributing the
exchange notes must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (together with the rules
and regulations promulgated thereunder, the "Securities Act"), in connection
with a secondary resale of the exchange notes acquired by such person and cannot
rely on the position of the Staff of the Securities and Exchange Commission (the
"Commission") set forth in the no-action letters that are discussed in the
section of the Prospectus entitled "The Exchange Offer-- Resale of Exchange
Notes."
In addition, by accepting the Exchange Offer, the undersigned hereby
(i)represents and warrants that, if the undersigned or any Beneficial Owner of
the outstanding notes is a broker-dealer, such broker-dealer acquired the
outstanding notes for its own account as a result of market-making activities or
other trading activities and has not entered into any arrangement or
understanding with the Issuer or any "affiliate" of the Issuer (within the
meaning of Rule 405 under the Securities Act) to distribute the exchange notes
to be received in the Exchange Offer, and (ii) acknowledges that, by receiving
exchange notes for its own account in exchange for outstanding notes, where such
outstanding notes were acquired as a result of market-making activities or other
trading activities, such broker-dealer will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale 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.
The Issuer has agreed that, starting on the Expiration Date and ending
on the close of business on the 180th day after the Expiration Date, it will
make the Prospectus available to any broker-dealer for use in connection with
any such resale provided a broker-dealer has notified the Issuer either in the
Letter of Transmittal or otherwise within 20 days after consummation of the
Exchange Offer that it holds exchange notes as a result of market-making or
other trading activities.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "Use of Book-Entry Transfer"
BELOW (Box 5).
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
BOX 1
DESCRIPTION OF OUTSTANDING SECURITIES TENDERED
(ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY)
Name(s) and Address(es) of Registered Outstanding Certificate Aggregate
Security Holder(s), exactly as name(s) appear(s) on Number(s) of Principal Amount Aggregate
Outstanding Security Certificate(s) (Please fill Outstanding Represented by Principal Amount
in, if blank) Securities* Certificate(s) Tendered**
- ----------------------------------------------------- ---------------------- -------------------- --------------------
- ----------------------------------------------------- ---------------------- -------------------- --------------------
- ----------------------------------------------------- ---------------------- -------------------- --------------------
- ----------------------------------------------------- ---------------------- -------------------- --------------------
- ----------------------------------------------------- ---------------------- -------------------- --------------------
TOTAL
*Need not be completed by persons tendering by book-entry transfer.
**The minimum permitted tender is $1,000 in principal amount of any
series of Outstanding Securities. All other tenders must be in integral
multiples of $1,000 of principal amount of outstanding notes. Unless
otherwise indicated in this column, the principal amount of all
Outstanding Note Certificates identified in this Box 1 or delivered to
the Exchange Agent herewith shall be deemed tendered. See Instruction
4.
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BOX 2
BENEFICIAL OWNER(S)
- ------------------------------------------------------------ ---------------------------------------------------------
STATE OF PRINCIPAL RESIDENCE OF EACH BENEFICIAL OWNER OF PRINCIPAL AMOUNT OF TENDERED SECURITIES HELD FOR
TENDERED SECURITIES ACCOUNT OF BENEFICIAL OWNER
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
BOX 3
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7)
TO BE COMPLETED ONLY IF EXCHANGE NOTES EXCHANGED FOR OUTSTANDING NOTES AND
UNTENDERED OUTSTANDING NOTES ARE TO BE SENT TO SOMEONE OTHER THAN THE
UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.
Mail exchange notes and any untendered outstanding notes to:
Name(s):
- --------------------------------------------------------------------------------
(Please Print)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Tax Identification or
Social Security No.:
------------------------------------------------------------
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BOX 4
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
TO BE COMPLETED ONLY IF OUTSTANDING SECURITIES ARE BEING TENDERED BY MEANS OF A
NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
- --------------------------------------------------------------------------------
Name of Institution which Guaranteed Delivery:
- --------------------------------------------------------------------------------
BOX 5
USE OF BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1)
TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY
BOOK-ENTRY TRANSFER.
Name of Tendering Institution:
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
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BOX 6
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTION 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
- ------------------------------------------------------------ ----------------------------------------------
X Signature Guarantee
- ---------------------------------------------------------- (If required by Instruction 5)
X
- ---------------------------------------------------------- Authorized Signature
(Signature of Registered Holder(s) or Authorized X
Signatory) ----------------------------------------------
NOTE: The above lines must be signed by the registered Name:
holder(s) of outstanding notes as their name(s) appear(s)
on the outstanding notes or by persons(s) authorized to
become registered holder(s) (evidence of such ----------------------------------------------
authorization must be transmitted with this Letter of (please print)
Transmittal). If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer, or Title:
other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title ----------------------------------------------
below. See Instruction 5.
Name of Firm:
Name(s): ----------------------------------------------
- --------------------------------------------- (Must be an Eligible Institution as defined in
Instruction 2)
- ---------------------------------------------
Address:
Capacity:
- --------------------------------------------- ----------------------------------------------
- --------------------------------------------- ----------------------------------------------
Street Address: ----------------------------------------------
(include Zip Code)
- ---------------------------------------------
- --------------------------------------------- Area Code and Telephone Number:
(include Zip Code)
----------------------------------------------
Area Code and Telephone Number:
- --------------------------------------------- Dated:
Tax Identification or Social Security Number: ----------------------------------------------
- ---------------------------------------------
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BOX 7
BROKER-DEALER STATUS
[ ] CHECK HERE IF THE BENEFICIAL OWNER IS A PARTICIPATING BROKER-DEALER
WHO HOLDS NOTES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN
CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED IN EXCHANGE FOR SUCH
NOTES.
Name: _________________________________________________________________________
Address: ______________________________________________________________________
Area Code and Telephone Number: _______________________________________________
Contact Person: _______________________________________________________________
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PAYOR'S NAMES: PLASTIPAK HOLDINGS, INC.
Name (if joint names, list first and circle the name of
the person or entity whose number you enter in Part 1
below. See instructions if your name has changed.)
SUBSTITUTE ------------------------------------------------------------------------------------------------
Address
FORM W-9
Department of the ------------------------------------------------------------------------------------------------
Treasury City, State and ZIP Code
Internal Revenue
Service --------------------------------------------------------------------------- --------------------
Part 1 - PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER ("TIN") IN Social Security
THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Number or TIN
------------------------------------------------------------------------------------------------
Part 2 - Check the box if you are NOT subject to backup
withholding under the provisions of section 3406(a)(1)(C)
of the Internal Revenue Code because (1) you have not been
notified that you are subject to backup withholding as a
result of failure to report all interest or dividends or
(2) the Internal Revenue Service has notified you that you
are no longer subject to backup withholding
[ ]
--------------------------------------------------------------------------- --------------------
CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE Part 3 -
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
Awaiting TIN [ ]
SIGNATURE DATE
------------------------- -------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
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PLASTIPAK HOLDINGS, INC.
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING SECURITIES. A
properly completed and duly executed copy of this Letter of Transmittal,
including Substitute Form W-9, and any other documents required by this Letter
of Transmittal must be received by the Exchange Agent at its address set forth
herein, and either certificates for tendered notes must be received by the
Exchange Agent at its address set forth herein or such tendered notes must be
transferred pursuant to the procedures for book-entry transfer described in the
Prospectus under the caption "Exchange Offer--Procedures for Tendering" (and a
confirmation of such transfer received by the Exchange Agent), in each case
prior to 5:00 p.m., New York City time, on the Expiration Date. The method of
delivery of certificates for tendered notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the tendering holder 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, is recommended. Instead of delivery
by mail, it is recommended that the Holder use an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. No Letter of Transmittal or outstanding notes should be sent to the
Issuer. Neither the Issuer nor the registrar is under any obligation to notify
any tendering holder of the Issuer's acceptance of tendered notes prior to the
closing of the Exchange Offer.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
outstanding notes but whose outstanding notes are not immediately available, and
who cannot deliver their outstanding notes, this Letter of Transmittal or any
other documents required hereby to the Exchange Agent prior to the Expiration
Date must tender their outstanding notes according to the guaranteed delivery
procedures set forth below, including completion of Box 4.
Pursuant to such procedures: (i) such tender must be made by or through
a firm which is a member of a recognized Medallion Program approved by the
Securities Transfer Association Inc. (an "Eligible Institution") and the Notice
of Guaranteed Delivery must be signed by the holder; (ii) prior to the
Expiration Date, the Exchange Agent must have received from the holder and the
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by mail, hand delivery or facsimile transmission) setting forth the
name and address of the holder, the certificate number(s) of the tendered notes
and the principal amount of tendered notes, stating that the tender is being
made thereby and guaranteeing that, within three New York Stock Exchange trading
days after the Expiration Date, this Letter of Transmittal together with the
certificate(s) representing the outstanding notes or a confirmation of
book-entry transfer of the outstanding notes into the Exchange Agent's account
at the Depository Trust Company (the "DTC") and any other required documents
will be deposited by the Eligible Institution with the Exchange Agent; and (iii)
such properly completed and executed Letter of Transmittal or facsimile of the
Letter of Transmittal, as well as all other documents required by this Letter of
Transmittal and the certificate(s) representing all tendered notes in proper
form for transfer or a confirmation of book-entry transfer of the outstanding
notes into the Exchange Agent's account at the DTC, must be received by the
Exchange Agent 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 5:00 p.m., New York City time, on 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 an Eligible Holder who attempted to use the
guaranteed delivery process.
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3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder
in whose name tendered notes are registered on the books of the registrar (or
the legal representative or attorney-in-fact of such registered holder) may
execute and deliver this Letter of Transmittal. Any Beneficial Owner of tendered
notes who is not the registered holder must arrange promptly with the registered
holder to execute and deliver this Letter of Transmittal on his or her behalf
through the execution and delivery to the registered holder of the Instructions
to Registered Holder and/or Book-Entry Transfer Facility Participant from
Beneficial Owner form accompanying this Letter of Transmittal.
4. PARTIAL TENDERS. Tenders of outstanding notes will be accepted only
in integral multiples of $1,000 in principal amount. If less than the entire
principal amount of outstanding notes held by the holder is tendered, the
tendering holder should fill in the principal amount tendered in the column
labeled "Aggregate Principal Amount Tendered" of the box entitled "Description
of outstanding notes Tendered" (Box 1) above. The entire principal amount of
outstanding notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of all
outstanding notes held by the holder is not tendered, then outstanding notes for
the principal amount of outstanding notes not tendered and exchange notes issued
in exchange for any outstanding notes tendered and accepted will be sent to the
Holder at his or her registered address, unless a different address is provided
in the appropriate box on this Letter of Transmittal, as soon as practicable
following the Expiration Date.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the registered holder(s) of the tendered notes , the signature must
correspond with the name(s) as written on the face of the tendered notes without
alteration, enlargement or any change whatsoever.
If any of the tendered notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any tendered
notes are held in different names, it will be necessary to complete, sign and
submit as many separate copies of the Letter of Transmittal as there are
different names in which tendered notes are held.
If this Letter of Transmittal is signed by the registered holder(s) of
tendered notes, and exchange notes issued in exchange therefor are to be issued
(and any untendered principal amount of outstanding notes is to be reissued) in
the name of the registered holder(s), then such registered holder(s) need not
and should not endorse any tendered notes, nor provide a separate bond power.
In any other case, such registered holder(s) must either properly endorse the
tendered notes or transmit a properly completed separate bond power with this
Letter of Transmittal, with the signature(s) on the endorsement or bond power
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any tendered notes, such tendered notes must be
endorsed or accompanied by appropriate bond powers, in each case, signed as the
name(s) of the registered holder(s) appear(s) on the tendered notes, with the
signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any tendered notes 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 the
Issuer, evidence satisfactory to the Issuer of their authority to so act must be
submitted with this Letter of Transmittal.
Endorsements on tendered notes or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.
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Signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution unless the tendered notes are tendered (i) by a registered
holder who has not completed the box set forth herein entitled "Special Delivery
Instructions" (Box 3) or (ii) by an Eligible Institution.
6. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate, in
the applicable box (Box 3), the name and address to which the exchange notes
and/or substitute outstanding notes for principal amounts not tendered or not
accepted for exchange are to be sent, if different from the name and address of
the person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
7. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of outstanding notes pursuant to the Exchange Offer.
If, however, a transfer tax is imposed for any reason other than the transfer
and exchange of outstanding notes pursuant to the Exchange Offer, then the
amount of any such transfer taxes (whether imposed on the registered holder or
on any other person) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
this Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the tendered notes listed in this Letter of
Transmittal.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that the
holder(s) of any tendered notes which are accepted for exchange must provide the
Issuer (as payor) with its correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual, is his or her social
security number. If the Issuer is not provided with the correct TIN, the Holder
may be subject to backup withholding and a $50 penalty imposed by the Internal
Revenue Service. (If withholding results in an over-payment of taxes, a refund
may be obtained.) Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
To prevent backup withholding, each holder of tendered notes must
provide such holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such holder
is awaiting a TIN), and that (i) the holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified the holder that such holder is no longer subject to
backup withholding. If the tendered notes are registered in more than one name
or are not in the name of the actual owner, consult the "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.
The Issuer reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Issuer's obligation regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
notes will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the right to reject
any and all outstanding notes not validly tendered or any outstanding notes the
Issuer's acceptance of which would, in the opinion of the Issuer or its counsel,
be unlawful. The Issuer also reserves the right to waive any conditions of the
Exchange Offer or defects or irregularities in tenders of outstanding notes as
to any ineligibility of any holder who seeks to tender outstanding notes in the
Exchange Offer. The interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) by the
Issuer shall 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 Issuer shall determine. Neither the Issuer, the Exchange
Agent nor any other person shall be under any duty to give
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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. 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 holders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
10. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to
amend, waive or modify any of the conditions in the Exchange Offer in the case
of any tendered notes.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of outstanding notes or transmittal of this Letter of
Transmittal will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING SECURITIES. Any
tendering Holder whose outstanding notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated herein for
further instructions.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the Exchange Agent at the address
indicated herein. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.
14. ACCEPTANCE OF TENDERED NOTES AND ISSUANCE OF EXCHANGE NOTES; RETURN
OF OUTSTANDING NOTES. Subject to the terms and conditions of the Exchange Offer,
the Issuer will accept for exchange all validly tendered outstanding notes as
soon as practicable after the Expiration Date and will issue exchange notes
therefor as soon as practicable thereafter. For purposes of the Exchange Offer,
the Issuer shall be deemed to have accepted tendered outstanding notes when, as
and if the Issuer has given written or oral notice (immediately followed in
writing) thereof to the Exchange Agent. If any tendered notes are not exchanged
pursuant to the Exchange Offer for any reason, such unexchanged outstanding
notes will be returned, without expense, to the undersigned at the address shown
in Box 1 or at a different address as may be indicated herein under "Special
Delivery Instructions" (Box 3).
15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders."
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