LETTER OF TRANSMITTAL
ALLIANT ENERGY RESOURCES, INC.
Offer to Exchange
Registered 7 3/8% Senior Notes due 2009
For Any and All Outstanding
Unregistered 7 3/8% Senior Notes due 2009
Pursuant to the Prospectus dated ____________, 1999
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
____________, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is Firstar Bank, N.A.
By Facsimile Transmission By Registered or Certified Mail,
(For Eligible Institutions Only): Hand or Overnight Courier:
(414) 276-4226 Firstar Bank, N.A.
1555 North RiverCenter Drive
Confirm by Telephone: Suite 301
(414) 905-5008 Milwaukee, Wisconsin 53212
Attention: Ms. Pamela Warner
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS
LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated ____________, 1999 (the "Prospectus"), of Alliant Energy
Resources, Inc., a Wisconsin corporation (the "Company"), and Alliant Energy
Corporation, a Wisconsin corporation, and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange its 7 3/8% Senior Notes due 2009 (the "New Senior Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's issued and
outstanding unregistered 7 3/8% Senior Notes due 2009 (the "Existing Senior
Notes").
For each Existing Senior Note accepted for exchange, the Holder of such
Existing Senior Note will receive a New Senior Note having a principal amount
equal to that of the surrendered Existing Senior Note. The New Senior Notes will
bear interest from the most recent date to which interest has been paid on the
Existing Senior Notes or, if no interest has been paid on the Existing Senior
Notes, from November 9, 1999. Accordingly, registered Holders of New Senior
Notes on the relevant record date for the first interest payment date following
the consummation of the Exchange Offer will receive interest accrued from the
most recent date to which interest has been paid or, if no interest has been
paid, from November 9, 1999. However, if that record date occurs prior to
completion of the Exchange Offer, then the interest payable on the first
interest payment date following the completion of the Exchange Offer will be
paid to the registered Holders of the Existing Senior Notes on that record date.
Existing Senior Notes accepted for exchange will cease to accrue interest from
and after the date of consummation of the Exchange Offer and will be cancelled.
Holders of Existing Senior Notes whose Existing Senior Notes are accepted for
exchange will not receive any payment in respect of accrued interest on such
Existing Senior Notes otherwise payable on any interest payment date the record
date for which occurs on or after consummation of the Exchange Offer.
This Letter is to be completed by a Holder of Existing Senior Notes either
if (1) certificates are to be forwarded herewith or (2) tenders are to be made
by book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant
to the procedures set forth in "The Exchange Offer - Book-Entry Transfer"
section of the Prospectus. Holders of Existing Senior Notes whose certificates
are not immediately available, or who are unable to deliver their certificates
or confirmation of the book-entry tender of their Existing Senior Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Existing Senior
Notes according to the guaranteed delivery procedures set forth in "The Exchange
Offer - Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
Tenders by book-entry transfer also may be made by delivering an Agent's
Message in lieu of this Letter. The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility to and received by the Exchange
Agent and forming a part of a Book-Entry Confirmation, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
tendering participant, which acknowledgment states that such participant has
received and agrees to be bound by this Letter and the Company may enforce this
Letter against such participant.
As used in this Letter, the term "Holder" with respect to the Exchange
Offer means any person in whose name Existing Senior Notes are registered on the
books of the Company or, with respect to interests in global notes held by DTC,
any DTC participant listed in an official DTC proxy. The undersigned has
completed the appropriate boxes below and signed this Letter to indicate the
action the undersigned desires to take with respect to the Exchange Offer.
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Senior Notes. If the undersigned is a broker-dealer that will receive New Senior
Notes, the undersigned represents that the Existing Senior Notes to be exchanged
for the New Senior Notes were acquired as a result of market-making activities
or other trading activities, and the undersigned acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Senior Notes; however, by so
acknowledging and by delivering such a prospectus the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
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List below the Existing Senior Notes to which this Letter relates. If the
space provided below is inadequate, the certificate numbers and principal amount
of Existing Senior Notes should be listed on a separate signed schedule affixed
hereto.
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DESCRIPTION OF EXISTING SENIOR NOTES TENDERED
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Aggregate
Name(s) and Address(es) of Principal Amount
Registered Holder(s) Certificate of Existing Senior Principal Amount
(Please fill in, if blank) Number(s)* Notes Tendered**
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Total
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* Do not complete if Existing Senior Notes are being tendered by book-entry
transfer.
** A holder will be deemed to have tendered ALL Existing Senior Notes unless a
lesser amount is specified in this column. See Instruction 2. Existing
Senior Notes tendered hereby must be in denominations of principal amount
of $1,000 and any integral multiples thereof. See Instruction 1.
|_| CHECK HERE IF TENDERED EXISTING SENIOR NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution______________________________________________
Account Number______________ Transaction Code Number___________________
|_| CHECK HERE IF TENDERED EXISTING SENIOR 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)______________________________________________
Date of Execution of Notice of Guaranteed Delivery________________________
Name of Institution Which Guaranteed Delivery______________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number______________ Transaction Code Number___________________
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:______________________________________________________________________
Address:___________________________________________________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Existing Senior Notes indicated on page 3 of this Letter. Subject to, and
effective upon, the acceptance for exchange of the Existing Senior Notes
tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon
the order of, the Company all right, title and interest in and to such Existing
Senior Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Existing Senior Notes, with full power of substitution,
among other things, to cause the Existing Senior Notes to be assigned,
transferred and exchanged. The undersigned hereby represents and warrants that
the undersigned has full power and authority to tender, sell, assign and
transfer the Existing Senior Notes, and to acquire the new Senior Notes issuable
upon the exchange of such tendered Existing Senior Notes, and that, when the
same are accepted for exchange, the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company. The undersigned hereby further represents that: (1) any New Senior
Notes acquired in exchange for Existing Senior Notes tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
New Senior Notes, whether or not such person is the undersigned, (2) neither the
Holder of such Existing Senior Notes nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such New Senior Notes, and (3) neither the Holder of such Existing Senior
Notes or any such other person is an "affiliate," as defined in Rule 405 under
the Securities Act of the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Senior Notes issued pursuant to the Exchange Offer in
exchange for the Existing Senior Notes may be offered for resale, resold and
otherwise transferred by Holders thereof (other than any such Holder that is an
"affiliate" of the Company 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 Holders are not
broker-dealers, such New Senior Notes are acquired in the ordinary course of
such Holders' business and such Holders have no arrangement or understanding
with any person to participate in the distribution of such New Senior Notes.
However, the SEC has not considered the Exchange Offer in the context of a
no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. If any Holder is an affiliate of the Company, or has any
arrangement or understanding with respect to the distribution of the New Senior
Notes to be acquired pursuant to the Exchange Offer, such Holder (i) cannot rely
on the applicable interpretations of the staff of the SEC, (ii) is not entitled
and will not be permitted to tender Existing Senior Notes in the Exchange Offer
and (iii) must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with any resale transaction. If the
undersigned is a broker-dealer that will receive New Senior Notes for its own
account in exchange for Existing Senior Notes, it represents that the Existing
Senior Notes to be exchanged for the New Senior Notes were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such New Senior Notes;
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however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, 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 reasonably deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Existing Senior Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer - Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Senior Notes (and, if applicable,
substitute certificates representing Existing Senior Notes for any Existing
Senior Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Existing Senior Notes, please credit the account
indicated above maintained at the Book-Entry Transfer Facility. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the New Senior Notes (and, if applicable,
substitute certificates representing Existing Senior Notes for any Existing
Senior Notes not exchanged) to the undersigned at the address shown above in the
box entitled "Description of Existing Senior Notes."
The undersigned, by completing the box entitled "Description of Existing
Senior Notes" on page 3 of this Letter and signing this Letter, will be deemed
to have tendered the Existing Senior Notes as set forth in such box on page 3 of
this Letter.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if Existing To be completed ONLY if Existing
Senior Notes not exchanged and/or New Senior Notes not exchanged and/or new
Senior Notes are to be issued in the Senior Notes are to be sent to someone
name of someone other than the other than the undersigned, or to the
undersigned, or if Existing Senior undersigned at an address other than
Notes delivered by book-entry transfer shown in the box entitled "Description
which are not accepted for exchange of Existing Senior Notes Tendered" on
are to be returned by credit to an this Letter.
account maintained at the Book-Entry
Transfer Facility other than the
account indicated above. Mail: |_| New Senior Notes
|_| Existing Senior Notes
Issue: |_| New Senior Notes
|_| Existing Senior Notes Name(s) _____________________________
(Please Type or Print)
Name(s) _____________________________ _____________________________
(Please Type or Print)
_____________________________ Address _____________________________
_____________________________
Address _____________________________
_____________________________
Taxpayer Identification or Social
Security No.
______________________________________
|_| Credit unexchanged Existing Senior
Notes delivered by book-entry
transfer to the Book-Entry
Transfer Facility account set
forth below.
______________________________________
(Book-Entry Transfer Facility Account
Number, if applicable)
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ALL TENDERING HOLDERS PLEASE SIGN HERE
(Complete Substitute Form W-9 on next page)
x _________________________________________ ________________, 2000
Date
x _________________________________________ ________________, 2000
Date
Area Code and Telephone Number__________________________________________________
This Letter must be signed by the registered holder(s) or DTC
participant(s) exactly as the name(s) appear(s) on the Existing Senior Notes or
on a security position listing or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please provide the
following information. See Instruction 3.
Name(s):________________________________________________________________________
(Please Type or Print)
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Taxpayer Identification or Social Security No.:_________________________________
________________________________________________________________________________
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed
By an Eligible Institution:_____________________________________________________
(Authorized Signature)
Name and Title: ______________________________________________________________
Name of Firm:___________________________________________________________________
Dated: ________________, 2000
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IMPORTANT: This Letter (or a facsimile hereof), together with the certificates
for Existing Senior Notes or a Book-Entry Confirmation and all other required
documents or The Notice of Guaranteed Delivery, must be received by the Exchange
Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
________________________________________________________________________________
PAYOR'S NAME: Firstar Bank, N.A.
________________________________________________________________________________
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR Social security number
FORM W-9 TAXPAYER IDENTIFICATION
NUMBER IN THE BOX AT RIGHT ______________________
AND CERTIFY BY SIGNING AND OR
DATING BELOW Employer Identification
number
_______________________
_____________________________________________________
Department of the Treasury Part 2 - FOR PAYEES EXEMPT FROM BACK
Internal Revenue Service WITHHOLDING (See the Guidelines for Certification
of Taxpayer Identification Number on Substitute
Form W-9).
_____________________________________________________
PAYOR'S REQUEST FOR Part 3 - CERTIFICATION: UNDER THE PENALTIES OF
TAXPAYER PERJURY, I CERTIFY THAT:
IDENTIFICATION
NUMBER AND (1) the number shown on this form is my correct
CERTIFICATION taxpayer identification number (or I am waiting
for a number to be issued to me);
(2) I am not subject to backup withholding either
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) any other information provided on this form
is true and correct.
SIGNATURE________________________________
DATE___________________
You must cross out item (2) of the above
certification if you have been notified by the IRS
that you are subject to backup withholding because
of underreporting of interest or dividends on your
tax return and you have not been notified by the
IRS that you are no longer subject to backup
withholding.
________________________________________________________________________________
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter and Senior Notes; Guaranteed Delivery Procedures.
This Letter is to be completed by Holders of Existing Senior Notes either
if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in "The
Exchange Offer - Book-Entry Transfer" section of the Prospectus. Certificates
for all physically tendered Existing Senior Notes, or Book-Entry Confirmation,
as the case may be, as well as a properly completed and duly executed Letter (or
manually signed facsimile hereof), with any required signature guarantees, and
any other documents required by this Letter, must be received by the Exchange
Agent at the address set forth herein on or prior to the Expiration Date, or the
tendering Holder must comply with the guaranteed delivery procedures set forth
below. Existing Senior Notes tendered hereby must be in denominations of
principal amount of $1,000 and any integral multiples thereof.
Holders who tender their Existing Senior Notes by delivering an Agent's
Message do not need to submit this Letter.
Holders whose certificates for Existing Senior 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 procedure for book-entry transfer on a timely basis, may
tender their Existing Senior Notes pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer - Guaranteed Delivery Procedures"
section of the Prospectus. Pursuant to such procedures, (i) such tender must be
made through an Eligible Institution, (ii) prior to 5:00 P.M., New York City
time, on the Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed letter (or a facsimile
thereof) and Notice of Guaranteed Delivery, substantially in the form provided
by the Company (by facsimile transmission, mail or hand delivery), setting forth
the name and address of the Holder of Existing Senior Notes and the amount of
Existing Senior Notes tendered stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the Expiration Date, the certificates for all physically tendered Existing
Senior Notes, in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and any other documents required by this Letter will be deposited
by the Eligible Institution with the Exchange Agent, and (iii) the certificates
for all physically tendered Existing Senior Notes, in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, and all other documents
required by this Letter, are received by the Exchange Agent within three NYSE
trading days after the Expiration Date.
The method of delivery of this Letter, the Existing Senior Notes and all
other required documents is at the election and risk of the tendering Holders,
and the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If delivery is by mail, registered mail, properly insured,
with return receipt requested, or overnight delivery service is recommended. In
all cases, sufficient time should be allowed to ensure timely delivery.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders (not applicable to Holders who tender by book-entry
transfer).
If less than all of the Existing Senior Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of the Existing Senior Notes to be tendered in the
box above entitled "Description of Existing Senior Notes--Principal
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Amount Tendered." A reissued certificate representing the balance of
non-tendered Existing Senior Notes will be sent to such tendering Holder, unless
otherwise provided in the appropriate box on this Letter promptly after the
Expiration Date. All of the Existing Senior Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered Holder of the Existing Senior
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever. If this
Letter is signed by a participant in DTC, the signature must correspond with the
name as it appears on the security position listing as the owner of the Existing
Senior Notes.
If any tendered Existing Senior Notes are owned of record by two or more
joint owners, all of such owners must sign this Letter.
If any tendered Existing Senior Notes are registered in different names, it
will be necessary to complete, sign and submit as many separate copies of this
Letter as there are different registrations of Existing Senior Notes.
When this Letter is signed by the registered Holder(s) of the Existing
Senior Notes specified herein and tendered hereby, no endorsements of the
tendered Existing Senior Notes or separate bond powers are required. If,
however, the new Senior Notes are to be issued, or any untendered Existing
Senior Notes are to be reissued, to a person other than the registered Holder,
then endorsements of any Existing Senior Notes transmitted hereby or separate
bond powers are required. Signatures on the Existing Senior Notes or bond power
must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered Holder(s) of
any Existing Senior Notes specified herein, such Existing Senior Notes must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder or Holders appear(s) on
the Existing Senior Notes (or security position listing) and signatures on the
Existing Senior Notes or bond power must be guaranteed by an Eligible
Institution.
If this Letter or any certificates 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 Company, must
submit proper evidence satisfactory to the Company of their authority to so act.
Endorsements on Existing Senior Notes or signatures on bond powers required
by this Instruction 3 must be guaranteed by a firm or other entity identified in
Rule 17Ad-15 under the Exchange Act as an "eligible guarantor institution,"
including (as such terms are defined therein) (i) a bank, (ii) broker, dealer,
municipal securities broker or dealer or government securities broker or dealer,
(iii) a credit union, (iv) a national securities exchange, registered securities
association or clearing agency, or (v) a savings association that is a
participant in a Securities Transfer Association (an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible Institution
if the Existing Senior Notes are tendered: (i) by a registered Holder of
Existing Senior Notes (which term, for purposes of the Exchange Offer, includes
any participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the Owner of such Existing Senior Notes) who has
not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.
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4. Special Issuance and Delivery Instructions.
Tendering Holders of Existing Senior Notes should indicate in the
applicable box on page 6 of this Letter the name and address to which New Senior
Notes issued pursuant to the Exchange Offer and/or substitute certificates
evidencing Existing Senior Notes not exchanged are to be issued or sent, if
different from the name or address of the person signing this Letter. In the
case of issuance in a different name, the employer identification or social
security number of the person named must also be indicated. Holders tendering
Existing Senior Notes by book-entry transfer may request that Existing Senior
Notes not exchanged be credited to such account maintained at the Book-Entry
Transfer Facility as such note Holder may designate hereon. If no such
instructions are given, such Existing Senior Notes not exchanged will be
returned to the name and address of the person signing this Letter.
5. Taxpayer Identification Number.
Federal income tax law generally requires that a tendering Holder whose
Existing Senior Notes are accepted for exchange must provide the Company (as
payor) with such Holder's correct Taxpayer Identification Number ("TIN") on the
substitute Form W-9 on page 8 of this Letter, which in the case of a tendering
Holder who is an individual, is his or her social security number. If the
Company is not provided with the current TIN or an adequate basis for an
exemption from backup withholding, such tendering Holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent
maybe required to withhold 31% of the amount of any reportable payments made
after the exchange to such tendering Holder of New Senior Notes. If withholding
results in an overpayment of taxes, a refund may be obtained.
Exempt Holders of Existing Senior Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt holders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 and sign, date and return the form to the Exchange Agent.
See the enclosed Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. If
the tendering holder of Existing Senior Notes is a nonresident alien or foreign
entity not subject to backup withholding, such holder must give the Exchange
Agent a completed Form W-8 Certificate of Foreign Status.
To prevent backup withholding, each tendering Holder of Existing Senior
Notes must provide its correct TIN by completing the Substitute Form W-9 on page
8 of this Letter, certifying, under penalties of perjury, that the TIN provided
is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is
exempt from backup withholding, or (ii) the Holder has not been notified by the
Internal Revenue Service that such Holder is subject to backup withholding as a
result of a failure to report all interest or dividends or (iii) the Internal
Revenue Service has notified the Holder that such Holder is no longer subject to
backup withholding. If the Existing Senior Notes are in more than one name or
are not in the name of the actual owner, such Holder should consult the W-9
Guidelines for information on which TIN to report. Failure to provide the
information on the form may subject the Holder to 31% federal income tax backup
withholding on all reportable payments tot he Holder. If such Holder does not
have a TIN, such Holder should consult the W-9 Guidelines for instructions on
applying for a TIN, apply for a TIN and write "applied for" in lieu of its TIN
in Part 1 of the Substitute Form W-9. Writing "applied for" on the form means
that such Holder has already applied for a TIN or that such Holder intends to
apply for one in the near future. If "applied for" is written in Part 1 of the
Substitute Form W-9 and the Exchange Agent is not provided with a TIN within 60
days, the Exchange Agent will withhold 31% of all reportable payments to the
Holder thereafter until a TIN is provided to the Exchange Agent.
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6. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Existing Senior Notes to it or its order pursuant to the Exchange Offer. If,
however, New Senior Notes and/or substitute Existing Senior Notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the registered Holder of the Existing Senior Notes tendered
hereby, or if tendered Existing Senior Notes are registered in the name of any
person other than the person signing this Letter, or if a transfer tax is
imposed for any reason other than the transfer of Existing Senior Notes to the
Company or its 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 Existing Senior Notes specified in this
Letter.
7. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Existing Senior Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Existing Senior Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Existing Senior Notes nor shall any of them incur any liability for failure to
give any such notice.
8. Mutilated, Lost, Stolen or Destroyed Existing Senior Notes.
Any Holder whose Existing Senior Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the procedures for replacing mutilated, lost, stolen or destroyed
certificates have been followed.
9. Withdrawal Rights.
Tenders of Existing Senior Notes may be withdrawn at any time prior to 5:00
P.M., New York City time, on the Expiration Date. For a withdrawal of a tender
of Existing Senior Notes to be effective, a written notice of withdrawal must be
received by the Exchange Agent at the address on page 1 of this Letter prior to
5:00 P.M., New York City time, on the Expiration Date. Any such notice of
withdrawal must (i) specify the name of the person having tendered the Existing
Senior Notes to be withdrawn (the "Depositor"), (ii) identify the Existing
Senior Notes to be withdrawn (including certificate number or numbers and the
principal amount of such Existing Senior Notes), (iii) contain a statement that
such Holder is withdrawing his election to have such Existing Senior Notes
exchanged, (iv) be signed by the Holder in the same manner as the original
signature on the Letter by which such Existing Senior Notes were tendered
(including any required signature guarantees) or be accompanied by documents of
transfer to have the Trustee with respect to the Existing Senior Notes register
the transfer of such Existing Senior Notes in the name of the person withdrawing
the tender and (v) specify the name in which such Existing Senior Notes are
registered, if different from that of the Depositor. If Existing Senior Notes
have been tendered pursuant to the procedure for book-entry transfer set forth
in "The Exchange Offer - Book-Entry Transfer" section of the Prospectus, 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 Existing Senior
Notes and otherwise comply with the procedures of such facility.
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All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, whose determination
shall be final and binding on all parties. Any Existing Senior Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer and no New Senior Notes will be issued with
respect thereto unless the Existing Senior Notes so withdrawn are validly
retendered. Any Existing Senior Notes that have been tendered for exchange but
which are not exchanged for any reason will be returned to the Holder thereof
without cost to such Holder (or, in the case of Existing Senior 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 set forth in
"The Exchange Offer - Book-Entry Transfer" section of the Prospectus, such
Existing Senior Notes will be credited to an account maintained with the
Book-Entry Transfer Facility for the Existing Senior Notes) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Existing Senior Notes may be retendered by following
the procedures described above at any time on or prior to 5:00 P.M., New York
City time, on the Expiration Date.
10. Irregularities.
The Company will determine, in its sole discretion, all questions as to the
form, validity, eligibility (including time of receipt) and acceptance for
exchange of any tender of Existing Senior Notes, which determination shall be
final and binding. The Company reserves the absolute right to reject any and all
tenders of any particular Existing Senior Notes not properly tendered or to not
accept any particular Existing Senior Notes which acceptance might, in the
judgment of the Company or its counsel, be unlawful. The Company also reserves
the absolute right, in its sole discretion, to waive any defects or
irregularities or conditions of the Exchange Offer as to any particular Existing
Senior Notes either before or after the Expiration Date (including the right to
waive the ineligibility of any holder who seeks to tender Existing Senior Notes
in the Exchange Offer). The interpretation of the terms and conditions of the
Exchange Offer as to any particular Existing Senior Notes either before or after
the Expiration Date (including the Letter of Transmittal and the instructions
thereto) by the Company shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with the tender of Existing
Senior Notes for exchange must be cured within such reasonable period of time as
the Company shall determine. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Existing Senior Notes for exchange,
nor shall any of them incur any liability for failure to give such notification.
11. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter, the Notice of Guaranteed
Delivery and other related documents may be directed to the Exchange Agent, at
the address and telephone number indicated on page 1 of this Letter.
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