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EXHIBIT 99.3
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________, 2001 UNLESS EXTENDED (THE "EXPIRATION DATE").
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TRI-UNION DEVELOPMENT CORPORATION
LETTER OF TRANSMITTAL
FOR
OFFER TO EXCHANGE
$130,000,000 REGISTERED 12.5% SENIOR SECURED NOTES DUE 2006
FOR
ALL OUTSTANDING UNREGISTERED 12.5% SENIOR SECURED NOTES DUE 2006
THE EXCHANGE AGENT
FOR THE EXCHANGE OFFER IS:
FIRSTAR BANK, NATIONAL ASSOCIATION
For Delivery by Mail/ For Delivery by Registered Certified Mail:
Hand Delivery/Overnight Delivery:
Firstar Bank, National Association Firstar Bank, National Association
Attn: Frank Leslie Attn: Frank Leslie
MN-SP-12CT 101 Fifth Street MN-SP-12CT 101 Fifth Street
St. Paul, Minnesota 55101-1860 St. Paul, Minnesota 55101-1860
By Facsimile Transmission (for eligible institutions only):
(651) 229-6415
Confirm by Telephone:
(651) 229-2600
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(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand or by overnight delivery service.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED. DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO TRI-UNION
DEVELOPMENT CORPORATION.
By completing this letter of transmittal ("Letter of Transmittal"), you
acknowledge that you have received and reviewed the prospectus dated September
__, 2001 (the "Prospectus") of Tri-Union Development Corporation ("Tri-Union")
and this Letter of Transmittal, which together constitute the "Exchange Offer."
This Letter of Transmittal and the Prospectus have been delivered to you in
connection with Tri-Union's offer to exchange $130,000,000 in aggregate
principal amount of Tri-Union's 12.5% Senior Secured Notes due 2006 ("New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act") for the same amount of Tri-Union's outstanding
unregistered 12.5% Senior Secured Notes due 2006 ("Old Notes"). The aggregate
principal amount of Old Notes that are currently issued and outstanding is
$130,000,000.
Tri-Union reserves the right, at any time or from time to time, to
extend the Exchange Offer at its discretion, in which event the term "Expiration
Date" shall mean the latest date to which the Exchange Offer is extended.
Tri-Union shall notify the Exchange Agent and each registered holder of the Old
Notes of any extension by oral or written notice prior to 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.
This Letter of Transmittal is to be completed by a Holder (this term is
defined below) of Old Notes if:
(1) the Holder is delivering certificates for Old Notes with this
document, or
(2) the tender of certificates for Old Notes will be made by
book-entry transfer to the account maintained by Firstar Bank,
National Association, the exchange agent (the "Exchange
Agent") for these notes, at The Depository Trust Company
("DTC") according to the procedures described in the
Prospectus under the heading "The Exchange Offer - Exchange
Offer Procedures." Please note that delivery of documents
required by this Letter of Transmittal to DTC does not
constitute delivery to the Exchange Agent.
You must tender your Old Notes according to the guaranteed delivery
procedures described in this document if:
(1) your Old Notes are not immediately available;
(2) you cannot deliver your Old Notes, this Letter of Transmittal
and all required documents to the Exchange Agent before on or
before the Expiration Date; or
(3) you are unable to obtain confirmation of a book-entry tender
of your Old Notes into the Exchange Agent's account at DTC on
or before the Expiration Date.
More complete information about guaranteed delivery procedures is
contained in the Prospectus under the heading "The Exchange Offer - Exchange
Offer Procedures - Guaranteed Delivery Procedures."
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As used in this Letter of Transmittal, the term "Holder" means (1) any
person in whose name Old Notes are registered on the books of Tri-Union, (2) any
other person who has obtained a properly executed bond power from the registered
Holder or (3) any person whose Old Notes are held of record by DTC who desires
to deliver such notes by book-entry transfer at DTC. You should use this Letter
of Transmittal to indicate whether or not you would like to participate in the
Exchange Offer. If you decide to tender your Old Notes, you must complete this
entire Letter of Transmittal.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW. IF YOU HAVE QUESTIONS OR NEED HELP, OR
IF YOU WOULD LIKE ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF
TRANSMITTAL, YOU SHOULD CONTACT THE EXCHANGE AGENT AT (651) 229-2600 OR AT ITS
ADDRESS SET FORTH ABOVE.
List below the Old Notes to which this Letter of Transmittal relates.
If the space below is inadequate, list the registered numbers and principal
amount on a separate signed schedule and affix the list to this Letter of
Transmittal.
DESCRIPTION OF OLD NOTES TENDERED
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Name(s) and Address(es) of Registered Owner(s) as (it/they)
appear(s) on the Old Notes
(PLEASE FILL IN IF BLANK)
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Aggregate Certificate Principal Amount Principal Amount
Numbers of Old Notes* Represented by Old Notes Tendered
Total Principal Amount of
Old Notes Tendered**
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(If additional space is required, attach a continuation sheet in substantially
the above form.)
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Old Notes will be
deemed to have tendered the entire aggregate principal amount
represented by such Old Notes. All tenders must be in integral
multiples of $1,000.
METHOD OF DELIVERY
[ ] Check here if tendered Old Notes are enclosed herewith.
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[ ] Check here if tendered Old Notes are being delivered by book-entry
transfer made to an account maintained by the Exchange Agent with a
Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] Check here if tendered Old Notes are being delivered pursuant to a
Notice of Guaranteed Delivery and complete the following:
Name(s) of Registered Holder(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Eligible Institution that guaranteed delivery:
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Account Number (if delivered by book-entry transfer):
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
According to the terms and conditions of the Exchange Offer, I hereby
tender to Tri-Union the principal amount of Old Notes indicated above. At the
time these notes are accepted by Tri-Union, and exchanged for the same principal
amount of New Notes, I will sell, assign, and transfer to Tri-Union all rights,
title and interest in and to the Old Notes I have tendered. I am aware that the
Exchange Agent also acts as the agent of Tri-Union. By executing this document,
I irrevocably appoint the Exchange Agent as my agent and attorney-in-fact for
the tendered Old Notes with full power of substitution to:
1. deliver certificates for the Old Notes, or transfer ownership
of the Old Notes on the account books maintained by DTC, to
Tri-Union and deliver all accompanying evidences of transfer
and authenticity to Tri-Union, and
2. present the Old Notes for transfer on the books of Tri-Union,
receive all benefits and exercise all rights of beneficial
ownership of these Old Notes, according to the terms of the
Exchange Offer. The power of attorney granted in this
paragraph is irrevocable and coupled with an interest.
I represent and warrant that I have full power and authority to tender,
sell, assign, and transfer the Old Notes that I am tendering. I represent and
warrant that Tri-Union will acquire good and unencumbered title to the Old
Notes, free and clear of all liens, restrictions, charges and encumbrances and
that the Old Notes will not be subject to any adverse claim at the time
Tri-Union acquires them. I further represent that:
1. any New Notes I will acquire in exchange for the Old Notes I
have tendered will be acquired in the ordinary course of
business;
2. I have not engaged in, do not intend to engage in, and have no
arrangement with any person to engage in, a distribution of
any New Notes issued to me; and
3. I am not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Tri-Union.
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I acknowledge that any holder of Old Notes who is an affiliate of
Tri-Union or who tenders Old Notes in the Exchange Offer for the purpose of
participating in a distribution of the New Notes cannot rely on the position of
the staff of the Securities and Exchange Commission ("Commission") enunciated in
its series of interpretative "no-action" letters with respect to exchange offers
and must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any secondary resale transaction.
If I am a broker-dealer that will receive New Notes for my own account
in exchange for Old Notes that were acquired as a result of market-making
activities or other trading activities, I acknowledge that I will deliver a
prospectus in connection with any resale of the New Notes. However, by this
acknowledgment and by delivering a prospectus, I will not be deemed to admit
that I am an "underwriter" within the meaning of the Securities Act.
Upon request, I will execute and deliver any additional documents
deemed by the Exchange Agent, Tri-Union to be necessary or desirable to complete
the assignment, transfer, and purchase of the Old Notes I have tendered.
Tri-Union will not be deemed to have accepted any Old Notes unless
they have given oral or written notice of acceptance to the Exchange Agent.
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If, for any reason, any tendered Old Notes are not accepted for
exchange in the Exchange Offer, certificates for those unaccepted Old Notes will
be returned to me without charge at the address shown below or at a different
address if one is listed under "Special Delivery Instructions." Any unaccepted
Old Notes which had been tendered by book-entry transfer will be credited to an
account at DTC, as soon as reasonably possible after the Expiration Date.
All authority granted or agreed to be granted by this Letter of
Transmittal will survive my death, incapacity or, if I am a corporation or
institution, my dissolution and every obligation under this Letter of
Transmittal is binding upon my heirs, personal representatives, successors, and
assigns.
I agree to be bound by the terms of this Letter of Transmittal and the
procedures described in the Prospectus under the heading "The Exchange Offer -
Exchange Offer Procedures."
Unless I have described other instructions in this Letter of
Transmittal under the section "Special Issuance Instructions," please issue the
certificates representing New Notes issued in exchange for my tendered and
accepted Old Notes in my name, and issue any replacement certificates for Old
Notes not tendered or not exchanged in my name. Similarly, unless I have
instructed otherwise under the section "Special Delivery Instructions," please
send the certificates representing the New Notes issued in exchange for tendered
and accepted Old Notes and any certificates for Old Notes that were not tendered
or not exchanged, as well as any accompanying documents, to me at the address
shown below my signature. If both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the certificates representing
the New Notes issued in exchange for my tendered and accepted Old Notes in the
name(s) of, and return any Old Notes that were not tendered or exchanged and
send such certificates to, the person(s) so indicated. I acknowledge that if
Tri-Union does not accept any of the tendered Old Notes for exchange, Tri-Union
has no obligation to transfer any Old Notes from the name of the registered
Holder(s) according to my instructions in the "Special Payment Instructions" and
"Special Delivery Instructions" sections of this document.
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SPECIAL ISSUANCE INSTRUCTION
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed only (i) if Old Notes in a principal amount not tendered, or New
Notes issued in exchange for Old Notes accepted for exchange, are to be issued
in the name of someone other than you, or (ii) if Old Notes tendered by
book-entry transfer which are not exchanged are to be returned by credit to an
account maintained at the Book-Entry Transfer Facility. Issue New Notes and/or
Old Notes to:
Name:
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(Type or Print)
Address:
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(Zip Code)
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(Tax Identification or Social Security Number)
(Complete Accompanying Substitute Form W-9 on Last Page)
Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry
Transfer Facility set forth below:
Book-Entry Transfer Facility Account Number:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if the New Notes are to be issued or sent to
someone other than you or to you at an address other than as indicated above.
[ ] Mail [ ] Issue (check appropriate boxes)
certificates to:
Name:
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(Type or Print)
Address:
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(Zip Code)
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(Tax Identification or Social Security Number)
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SPECIAL BROKER-DEALER INSTRUCTIONS
[ ] Check here if you are a broker-dealer and wish to receive
additional copies of the Prospectus and any amendments or
supplements thereto.
Name:
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Address:
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(Zip Code)
Number of additional copies
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 on Last Page)
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(Signature(s) of Registered Holders of Old Notes)
Dated , 2001
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(The above lines must be signed by the registered holder(s) of Old Notes as
name(s) appear(s) on the Old Notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by a properly completed bond
power from the registered holder(s), a copy of which must be transmitted with
this Letter of Transmittal. If Old Notes to which this Letter of Transmittal
relate are held of record by two or more joint holders, then all such holders
must sign this Letter of Transmittal. 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, then such person must
(i) set forth his or her full title below and (ii) unless waived by Tri-Union,
submit evidence satisfactory to Tri-Union of such person's authority so to act.
See Instructions 1 and 5 regarding completion of this Letter of Transmittal,
printed below.)
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Include Zip Code)
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Area Code and Telephone Number:
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MEDALLION SIGNATURE GUARANTEE
(If Required by Instructions 1 and 5)
Certain signatures must be Guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address, Include Zip Code)
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(Area Code and Telephone Number)
Dated: , 2001
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INSTRUCTIONS
PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. The tendered Old
Notes or a confirmation of book-entry delivery, as well as a properly
completed and executed copy or facsimile of this Letter of Transmittal
and any other required documents must be received by the Exchange Agent
at its address listed on the cover of this document before 5:00 p.m.,
New York City time, on the Expiration Date. YOU ARE RESPONSIBLE FOR THE
DELIVERY OF THE OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED
DOCUMENTS TO THE EXCHANGE AGENT. EXCEPT UNDER THE LIMITED CIRCUMSTANCES
DESCRIBED BELOW, THE DELIVERY OF THESE DOCUMENTS WILL BE CONSIDERED TO
HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE
AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK AND CHOICE,
TRI-UNION RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE
RATHER THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE
THE EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY
REQUEST THAT YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
NOMINEE DELIVER YOUR OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. DO NOT SEND YOUR OLD NOTES TO
TRI-UNION.
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If you wish to tender your Old Notes, but:
(a) your Old Notes are not immediately available;
(b) you cannot deliver your Old Notes, this Letter of
Transmittal and all required documents to the
Exchange Agent before the Expiration Date; or
(c) you are unable to complete the book-entry tender
procedure before the Expiration Date, you must tender
your Old Notes according to the guaranteed delivery
procedure. A summary of this procedure follows, but
you should read the section in the Prospectus titled
"The Exchange Offer -- Exchange Offer Procedures" for
more complete information. As used in this Letter of
Transmittal, an "Eligible Institution" is any
participant in a Recognized Signature Guarantee
Medallion Program within the meaning of Rule 17Ad-15
of the Exchange Act.
For a tender made through the guaranteed delivery procedure to be
valid, the Exchange Agent must receive a properly completed and executed Notice
of Guaranteed Delivery or a facsimile of that notice before 5:00 p.m., New York
City time, on the Expiration Date. The Notice of Guaranteed Delivery must be
delivered by an Eligible Institution and must:
(a) state your name and address;
(b) list the certificate numbers and principal amounts of
the Old Notes being tendered;
(c) state that tender of your Old Notes is being made
through the Notice of Guaranteed Delivery; and
(d) guarantee that this Letter of Transmittal, or a
facsimile of it, the certificates representing the
Old Notes, or a confirmation of DTC book-entry
transfer, and all other required documents will be
deposited with the Exchange Agent by the Eligible
Institution within three New York Stock Exchange
trading days after the Expiration Date.
The Exchange Agent must receive your Old Notes certificates, or a
confirmation of DTC book entry, in proper form for transfer, this Letter of
Transmittal and all required documents within three New York Stock Exchange
trading days after the Expiration Date or your tender will be invalid and may
not be accepted for exchange.
Tri-Union has the sole right to decide any questions about the
validity, form, eligibility, time of receipt, acceptance or withdrawal of
tendered Old Notes, and its decision will be final and binding. Tri-Union's
interpretation of the terms and conditions of the Exchange Offer, including the
instructions contained in this Letter of Transmittal and in the Prospectus under
the heading "The Exchange Offer -- Conditions to the Exchange Offer," will be
final and binding on all parties.
Tri-Union has the absolute right to reject any or all of the tendered
Old Notes if
(1) the Old Notes are not properly tendered; or
(2) in the opinion of counsel, the acceptance of those Old Notes
would be unlawful.
Tri-Union may also decide to waive any conditions, defects, or
invalidity of tender of Old Notes and accept such Old Notes for exchange. Any
defect or invalidity in the tender of Old Notes
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that is not waived by Tri-Union must be cured within the period of time set by
Tri-Union.
It is your responsibility to identify and cure any defect or invalidity
in the tender of your Old Notes. Tender of your Old Notes will not be considered
to have been made until any defect is cured or waived. Neither Tri-Union, the
Exchange Agent nor any other person is required to notify you that your tender
was invalid or defective, and no one will be liable for any failure to notify
you of such a defect or invalidity in your tender of Old Notes. As soon as
reasonably possible after the Expiration Date, the Exchange Agent will return to
the Holder any Old Notes that were invalidly tendered if the defect of
invalidity has not been cured or waived.
2. TENDER BY HOLDER. You must be a Holder of Old Notes in order to
participate in the Exchange Offer. If you are a beneficial holder of Old Notes
who wishes to tender, but you are not the registered Holder, you must arrange
with the registered Holder to execute and deliver this Letter of Transmittal on
his, her or its behalf. Before completing and executing this Letter of
Transmittal and delivering the registered Holder's Old Notes, you must either
make appropriate arrangements to register ownership of the Old Notes in your
name, or obtain a properly executed bond power from the registered Holder. The
transfer of registered ownership of Old Notes may take a long period of time.
3. PARTIAL TENDERS. If you are tendering less than the entire principal
amount of Old Notes represented by a certificate, you should fill in the
principal amount you are tendering in the last column of the box entitled
"Description of Old Notes." The entire principal amount of Old Notes listed on
the certificate delivered to the Exchange Agent will be deemed to have been
tendered unless you fill in the appropriate box. If the entire principal amount
of all Old Notes is not tendered, a certificate will be issued for the principal
amount of those untendered Old Notes not tendered.
Unless a different address is provided in the appropriate box on this
Letter of Transmittal, certificate(s) representing New Notes issued in exchange
for any tendered and accepted Old Notes will be sent to the registered Holder at
his or her registered address, promptly after the Old Notes are accepted for
exchange. In the case of Old Notes tendered by book-entry transfer, any
untendered Old Notes and any New Notes issued in exchange for tendered and
accepted Old Notes will be credited to accounts at DTC.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
- If you are the registered Holder of the Old Notes tendered with this
document, and are signing this Letter of Transmittal, your signature
must match exactly with the name(s) written on the face of the Old
Notes. There can be no alteration, enlargement, or change in your
signature in any manner. If certificates representing the New Notes, or
certificates issued to replace any Old Notes you have not tendered are
to be issued to you as the registered Holder, do not endorse any
tendered Old Notes, and do not provide a separate bond power.
- If you are not the registered Holder, or if New Note or any replacement
Old Note certificates will be issued to someone other than you, you
must either properly endorse the Old Notes you have tendered or deliver
with this Letter of Transmittal a properly completed separate bond
power. Please note that the signatures on any endorsement or bond power
must be guaranteed by an Eligible Institution.
- If you are signing this Letter of Transmittal but are not the
registered Holder(s) of any Old Notes listed on this document under the
"Description of Old Notes Tendered," the Old Notes tendered must be
endorsed or accompanied by appropriate bond powers, in each case signed
in the name of the registered Holder(s) exactly as it appears on the
Old Notes. Please note that the signatures on any endorsement or bond
power must be guaranteed by an Eligible Institution.
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- If this Letter of Transmittal, any Old Notes tendered or any bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a
fiduciary or representative capacity, that person must indicate their
title or capacity when signing. Unless waived by Tri-Union, evidence
satisfactory to Tri-Union of that person's authority to act must be
submitted with this Letter of Transmittal. Please note that the
signatures on any endorsement or bond power must be guaranteed by an
Eligible Institution.
- ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION UNLESS ONE OF THE FOLLOWING SITUATIONS APPLY:
- If this Letter of Transmittal is signed by the registered Holder(s) of
the Old Notes tendered with this Letter of Transmittal and such
Holder(s) has not completed the box titled "Special Payment
Instructions" or the box titled "Special Delivery Instructions;" or
- If the Old Notes are tendered for the account of an Eligible
Institution.
5. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If different from the
name and address of the person signing this Letter of Transmittal, you should
indicate, in the applicable box or boxes, the name and address where Old Notes
issued in replacement for any untendered or tendered but unaccepted Old Notes
should be issued or sent. If replacement notes for Old Notes are to be issued in
a different name, you must indicate the taxpayer identification or social
security number of the person named.
6. TRANSFER TAXES. Tri-Union will pay all transfer taxes, if any,
applicable to the exchange of Old Notes in the Exchange Offer. However, transfer
taxes will be payable by you (or by the tendering Holder if you are signing this
letter on behalf of a tendering Holder) if:
- certificates representing New Notes or notes issued to replace any Old
Notes not tendered or accepted for exchange are to be delivered to, or
are to be registered or issued in the name of, a person other than the
registered Holder;
- tendered Old Notes are registered in the name of any person other than
the person signing this Letter of Transmittal; or
- a transfer tax is imposed for any reason other than the exchange of Old
Notes according to the Exchange Offer. If satisfactory evidence of the
payment of those taxes or an exemption from payment is not submitted
with this Letter of Transmittal, the amount of those transfer taxes
will be billed directly to the tendering Holder. Until those transfer
taxes are paid, Tri-Union will not be required to deliver any New Notes
required to be delivered to, or at the direction of, such tendering
Holder.
Except as provided in this Instruction 6, it is not necessary for
transfer tax stamps to be attached to the Old Notes listed in this Letter of
Transmittal.
7. FORM W-9. You must provide the Exchange Agent with a correct
Taxpayer Identification Number ("TIN") for the Holder on the enclosed Form W-9.
If the Holder is an individual, the TIN is his or her social security number. If
you do not provide the required information on the Form W-9, you may be subject
to 31% federal income tax withholding on certain payments made to the Holders of
New Notes. Certain Holders, such as corporations and certain foreign
individuals, are not subject to these backup withholding and reporting
requirements. For additional information, please read the enclosed Guidelines
for Certification of TIN on Substitute Form W-9. To prove to the Exchange Agent
that a foreign individual qualifies as an exempt Holder, the foreign individual
must submit a Form W-8, Form W-8 BEN or other similar statement, signed under
penalties of perjury, certifying as to that individual's exempt status. You can
obtain the appropriate form from the Exchange Agent.
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8. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Old Notes
tendered for exchange will be determined by Tri-Union in its sole discretion,
which determination shall be final and binding. Tri-Union reserves the absolute
right to reject any or all tenders not properly tendered or to not accept any
particular Old Notes which acceptance might, in the judgment of Tri-Union or
its counsel, be unlawful. Tri-Union also reserves the absolute right to waive
any defects or irregularities or conditions of the Exchange Offer as to any
particular Old Notes either before or after the Expiration Date (including the
right to waive the ineligibility of any holder who seeks to tender Old Notes in
the Exchange Offer). Tri-Union's interpretation of the terms and conditions of
the Exchange Offer as to any particular Old Notes either before or after the
Expiration Date (including the Letter of Transmittal and the instructions
thereto) shall be final and binding on all parties. Unless waived, any defects
or irregularities in connection with tenders of Old Notes for exchange must be
cured within such reasonable period of time as Tri-Union shall determine.
Neither Tri-Union, the Exchange Agent nor any other person shall be under any
duty to give notification of any defect or irregularity with respect to any
tender of Old Notes for exchange; nor shall any of them incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any Old 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 the Letter of Transmittal, as soon as practicable following the
Expiration Date.
9. WAIVER OF CONDITIONS. Tri-Union may choose, at any time and for any
reason, to amend, waive or modify certain of the conditions to the Exchange
Offer. The conditions applicable to tenders of Old Notes in the Exchange Offer
are described in the Prospectus under the heading "The Exchange Offer --
Conditions to the Exchange Offer."
10. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Old Notes on transmittal of this Letter of Transmittal will
be accepted.
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. If your Old Notes
have been mutilated, lost, stolen or destroyed, you should contact the Exchange
Agent at the address listed on the cover page of this document for further
instructions.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. If you have
questions, need assistance, or would like to receive additional copies of the
Prospectus or this Letter of Transmittal, you should contact the Exchange Agent
at the address listed in the Prospectus. You may also contact your broker,
dealer, commercial bank, trust company, or other nominee for assistance
concerning the Exchange Offer.
13. WITHDRAWAL. Tenders may be withdrawn only pursuant to the
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal Rights."
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 7)
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<Table>
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN Social Security Number
FORM W-9 THE BOX AT THE RIGHT AND CERTIFY or Employer Identification
BY SIGNING AND DATING BELOW Number
DEPARTMENT OF THE PART 2 - Certification - Under penalties of PART 3 -
TREASURY INTERNAL perjury, I certify that:
REVENUE SERVICE
(1) The number shown on this form is my Awaiting TIN [ ]
correct Taxpayer Identification
Number (or I am waiting for a
number to be issued to me) and
(2) I am not subject to backup Please complete the Certificate of
withholding either because I have Awaiting Taxpayer Identification
not been notified by the Internal Number below
Revenue Service ("IRS") that I am
subject to backup withholding as a
result of failure to report all
interest or dividends, or the IRS
has notified me that I am no longer
subject to backup withholding.
Certificate Instructions - You must cross out item (2) in Part 2
above if you have been notified by the IRS that you are subject
to backup withholding because of 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 stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE Date , 2001
-------------------------------- -------------
</Table>
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% 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
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an
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application in the near future. I acknowledge that if I do not provide a
taxpayer identification number to the payor within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
, 2001
--------------------------------------------- -------------------------
Signature Date
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CERTIFICATE FOR FOREIGN RECORD HOLDERS
Under penalties of perjury, I certify that I am not a United States
citizen or resident (or I am signing for a foreign corporation, partnership,
estate or trust).
, 2001
--------------------------------------------- -------------------------
Signature Date
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INSTRUCTIONS FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
(THE "GUIDELINES")
PURPOSE OF FORM.-A person who is required to file an information return with the
IRS must obtain your correct Taxpayer Identification Number ("TIN") to report
income paid to you, real estate transactions, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. For most individuals, your taxpayer identification number will be your
Social Security Number ("SSN"). Use the form provided to furnish your correct
TIN and, when applicable, (1) to certify that the TIN you are furnishing is
correct (or that you are waiting for a number to be issued), (2) to certify that
you are not subject to backup withholding, and (3) to claim exemption from
backup withholding if you are an exempt payee. Furnishing your correct TIN and
making the appropriate certifications will prevent certain payments from being
subject to backup withholding.
If you are an individual, you must generally provide the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of the
name change, please enter your first name, the last name shown on your social
security card, and your new last name.
If you are a sole proprietor, you must furnish your INDIVIDUAL name and either
your SSN or Employer Identification Number ("EIN"). You may also enter your
business name or "doing business as" name on the business name line. Enter your
name(s) as shown on your social security card and/or as it was used to apply for
your EIN on Form SS-4.
You must sign the certification or backup withholding will apply.
HOW TO OBTAIN A TIN.-If you do not have a TIN, apply for one immediately. To
apply, get FORM SS-5, Application for a Social Security Card (for individuals),
from your local office of the Social Security Administration, or FORM SS-4,
Application for Employer Identification Number (for businesses and all other
entities), from your local IRS office.
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Once you receive your TIN, complete the enclosed form and return it to
us. Please note that you will be subject to backup withholding at a 31%
rate until we receive your TIN.
<Table>
<Caption>
FOR THIS TYPE OF GIVE NAME AND SSN FOR THIS TYPE OF GIVE NAME AND EIN
ACCOUNT: OF: ACCOUNT: OF:
1. Individual The Individual 6. Sole proprietorship The owner(3)
2. Two or more individuals The actual owner of the 7. A valid trust, estate, or Legal entity(4)
(joint account) account or, if combined pension
funds, the first individual
on the account(1)
3. Custodian account of a The minor(2) 8. Corporate The corporation
minor (Uniform Gift to
Minors Act)
4.a. The usual revocable The grantor-trustee(1) 9. Association, club, The organization
savings organization trust religious, charitable,
(grantor is also trustee) education, or other
tax-exempt organization
b. So-called trust account The actual owner(1) 10. Partnership The partnership
that is not a legal or valid
trust under state law
5. Sole proprietorship The owner(3) 11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of Agriculture in
the name of a public entity
(such as a state or local
government, school district,
or prison) that receives
agricultural program
payments
</Table>
(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 SSN
(3) Show your individual name. You may also enter your business name. You
may use your SSN or EIN
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
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.
WHAT IS BACKUP WITHHOLDING?-Persons making dividend payments to you
after 1992 are required to withhold and pay to the IRS 31% of such
payments under certain conditions. This is called "backup withholding."
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If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on
your tax return, your payments will not be subject to backup
withholding. Payments you receive will be subject to backup withholding
if:
1. You do not furnish your TIN to the requester;
2. The IRS notifies the requester that you furnished an incorrect
TIN;
3. You are notified by the IRS that you are subject to backup
withholding because you failed to report all our interest and
dividends on your tax return;
4. You do not certify to the requester that you are to subject to
backup withholding under 3 above; or
5. You do not certify your TIN.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING.-The following is a
list of payees exempt from backup withholding and for which no
information reporting is required.
(1) A corporation. (2) An organization exempt from tax under section
501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The
United States or any of its agencies or instrumentalities. (4) A state, the
District of Columbia, a possession of the United States, or any of their
political subdivisions or instrumentalities. (5) A foreign government or any of
its political subdivisions, agencies, or instrumentalities. (6) An international
organization or any of its agencies or instrumentalities. (7) A foreign central
bank of issue. (8) A dealer in securities or commodities required to register in
the United States or a possession of the United States. (9) A real estate
reinvestment trust. (10) An entity registered at all times during the tax year
under the Investment Company Act of 1940. (11) A common trust fund operated by a
bank under section 584(a). (12) A financial institution. (13) A middleman known
in the investment community as a nominee or listed in the most recent
publication of the American Society of Corporate Secretaries, Inc., Nominee
List. (14) A trust exempt from tax under section 664 or described in section
4947.
Payments of dividends generally not subject to backup withholding
include the following:
- 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
partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
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PENALTIES
FAILURE TO FURNISH TIN. If you fail to furnish your correct TIN, 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.
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.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
MISUSE OF TINS. If the requester discloses or uses TINs in violation of Federal
law, the requester may be subject to civil and criminal penalties.
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