Exhibit 99.1
LETTER OF TRANSMITTAL
CITGO Petroleum Corporation
OFFER TO EXCHANGE ITS 11 3/8% SENIOR NOTES DUE 2011, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS ISSUED AND
OUTSTANDING 11 3/8% SENIOR NOTES DUE 2011
PURSUANT TO THE PROSPECTUS, DATED __________, 2003
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________,
2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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The Bank of New York, as Exchange Agent
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attn: Enrique Lopez
Facsimile: (212) 298-1915
Confirm by Telephone: (212) 815-2742
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions other than as set forth above, will not constitute
a valid delivery.
The undersigned acknowledges that he or she has received the
Prospectus, dated _________, 2003 (the "Prospectus"), of CITGO Petroleum
Corporation, a company organized under the laws of Delaware (the "Company"), and
this Letter of Transmittal, which together constitute the Company's offer (the
"Exchange Offer") to exchange up to $550,000,000 aggregate principal amount of
the Company's 113/8% Senior Notes Due 2011 (the "Exchange 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
113/8% Senior Notes Due 2011 (the "Outstanding Notes"), which have not been so
registered.
For each Outstanding Note accepted for exchange, the registered
holder of such Outstanding Note (collectively with all other registered holders
of Outstanding Notes, the "Holders") will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding Note. Registered
holders of Exchange Notes on the relevant record date for the first interest
payment date following the consummation of the Exchange Offer will receive
interest accruing from the most recent date to which interest has been paid or,
if no interest has been paid, from February 27, 2003. Outstanding Notes accepted
for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Accordingly, Holders whose Outstanding Notes
are accepted for exchange will not receive any payment in respect of accrued
interest on such Outstanding Notes otherwise payable on any interest payment
date the record date for which occurs on or after consummation of the Exchange
Offer.
This Letter of Transmittal is to be completed by a Holder of
Outstanding Notes if either certificates for such Outstanding Notes are
available to be forwarded herewith or tendered by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Procedures for Tendering Outstanding Notes" section of the
Prospectus. Holders of Outstanding Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Outstanding 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 of Transmittal to the Exchange Agent
on or prior to the Expiration Date, must tender their Outstanding 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.
The undersigned has completed the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal amount of
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Outstanding Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the
Outstanding Notes tendered hereby and that 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 any Exchange
Notes
acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, that neither the
Holder of such Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in a distribution of such Exchange
Notes and that neither the Holder of such Outstanding Notes nor any such other
person is an "affiliate" (as defined in Rule 405 under the Securities Act) of
the Company.
The undersigned also 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 Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by a Holder thereof (other than a 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 Exchange Notes are acquired in the
ordinary course of such Holder's business and such Holder has no arrangement
with any person to participate in a distribution of such Exchange 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 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 Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Company, is engaged in or intends to engage in, or has any arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, such Holder could not rely
on the applicable interpretations of the staff of the SEC and 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 Exchange Notes for its own account in exchange for Outstanding
Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale 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 undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Outstanding Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" herein, please issue the Exchange Notes (and, if
applicable, substitute certificates representing Outstanding Notes for any
Outstanding Notes not exchanged) in the name of the undersigned or, in the case
of a book-entry delivery of Outstanding Notes, please credit the account
indicated
below maintained at the Book-Entry Transfer Facility. Similarly, unless
otherwise indicated under the box entitled "Special Delivery Instructions"
herein, please send the Exchange Notes (and, if applicable, substitute
certificates representing Outstanding Notes for any Outstanding Notes not
exchanged) to the undersigned at the address shown in the box herein entitled
"Description of Outstanding Notes Delivered."
THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES DELIVERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Outstanding Notes should be listed on a separate signed
schedule affixed hereto.
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DESCRIPTION OF OUTSTANDING NOTES DELIVERED
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<Table>
<Caption>
Name(s) and Address Certificate Aggregate Principal Amount
of Registered Holder(s) Number(s)* Principal Amount Tendered**
(Please fill-in, if blank)
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Totals:
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</Table>
* Need not be completed if Outstanding Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a Holder will be deemed to have
tendered ALL of the Outstanding Notes represented by the listed certificates.
See Instruction 2. Outstanding Notes tendered hereby must be in denominations of
principal amount of $1,000 and any integral multiple thereof. See Instruction 1.
[ ] CHECK HERE IF TENDERED OUTSTANDING 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
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[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name of Registered Holder
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution Which Guaranteed Delivery
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If Delivered by Book-Entry Transfer, Complete the Following:
Account Number Transaction Code Number
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO. (UNLESS OTHERWISE
SPECIFIED, 10 ADDITIONAL COPIES WILL BE FURNISHED.)
Name
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Address
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<Table>
<Caption>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3, 4 and 5) (See Instructions 3 and 4)
To be completed ONLY if certificates for Outstanding Notes To be completed ONLY if certificates for Outstanding
not exchanged and/or Exchange Notes are to be issued in Notes not exchanged and/or Exchange Notes are to be
the name of someone other than the person or persons whose delivered to someone other than the person or persons
signature(s) appear(s) on this Letter of Transmittal below whose signature(s) appear(s) on this Letter of
or if Outstanding Notes delivered by book-entry transfer Transmittal below or to such person or persons at an
which are not accepted for exchange are to be returned by address other than shown in the box entitled
credit to an account maintained at the Book-Entry Transfer "Description of Outstanding Notes
Facility other than the account indicated above. Delivered" on this Letter of Transmittal above.
Issue Exchange Notes and/or Outstanding Notes to: Deliver Exchange Notes and/or Outstanding Notes to:
Name: Name:
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(Please Type or Print) (Please Type or Print)
Address: Address:
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(Zip Code) (Zip Code)
Taxpayer Identification No.:
---------------------------------------------------
</Table>
[ ] Credit unexchanged Outstanding Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
(Book-Entry Transfer Facility Account)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF IN EACH CASE PROPERLY COMPLETED AND
EXECUTED OR AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OUTSTANDING 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.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX
ABOVE
PLEASE SIGN HERE
(All Tendering Holders Must Complete This Letter of Transmittal
And The Accompanying Substitute IRS Form W-9 or the applicable IRS Form W-8)
Dated: , 2003
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X
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X
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Signature(s)
Area Code and Telephone Number:
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If a holder is tendering any Outstanding Notes, this Letter of Transmittal must
be signed by the Holder(s) as the name(s) appear(s) on the certificate(s) for
the Outstanding Notes or by any person(s) authorized to become Holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.
Name:
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(Please Type or Print)
Capacity (full title):
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Address:
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Telephone:
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SIGNATURE GUARANTEE (If required by Instruction 3)
Signature(s) Guarantees by an Eligible Institution:
----------------------------
(Authorized Signature)
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(Title)
- -----------------------------------------
(Name and Firm)
Dated: , 2003
-----------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE THE
113/8% SENIOR NOTES DUE 2011 OF CITGO PETROLEUM CORPORATION, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE
ISSUED AND OUTSTANDING 113/8% SENIOR NOTES DUE 2011 OF CITGO PETROLEUM
CORPORATION.
1. Delivery Of This Letter And Outstanding Notes; Guaranteed Delivery
Procedures.
This Letter of Transmittal is to be completed by Holders of
Outstanding 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--Procedures for Tendering Outstanding
Notes" section of the Prospectus. Certificates for all physically tendered
Outstanding Notes, or Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile hereof) and any other documents required by this Letter of
Transmittal, 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. Outstanding Notes
tendered hereby must be in denominations of principal amount of $1,000 and any
integral multiple thereof.
Holders whose certificates for Outstanding Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Outstanding Notes pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus), (ii) on or 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 of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by mail, hand delivery,
facsimile transmission or overnight courier), setting forth the name and address
of the holder of Outstanding Notes and the amount of Outstanding Notes tendered,
stating that the tender is being made thereby and guaranteeing that within three
New York Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically tendered
Outstanding Notes, in proper form for transfer, or a Book-Entry Confirmation, as
the case may be, and any other documents required by this Letter of Transmittal
will be deposited by the Eligible Institution with the Exchange Agent, and (iii)
the certificates for all physically tendered Outstanding Notes, in proper form
for transfer, or Book-Entry Confirmation, as the case may be, and any other
documents required by this Letter of Transmittal, are deposited by the Eligible
Institution within three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Outstanding
Notes and all other required documents is at the election and risk of the
tendering Holders, but delivery will be
deemed made only upon actual receipt or confirmation by the Exchange Agent. If
Outstanding Notes are sent by mail, it is suggested that the mailing be
registered mail, properly insured, with return receipt requested, and made
sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
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 Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box above
entitled "Description of Outstanding Notes -- Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Outstanding Notes
will be sent to such tendering Holder, unless otherwise provided in the
appropriate box of this Letter of Transmittal, promptly after the Expiration
Date. See Instruction 4. All of the Outstanding Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
3. Signatures On This Letter, Note Powers and Endorsements, Guarantee Of
Signatures.
If this Letter of Transmittal is signed by the Holder of the
Outstanding Notes tendered hereby, the signature must correspond exactly with
the name as written on the face of the certificates without any change
whatsoever.
If any tendered Outstanding Notes are owned of record by two or more
joint owners, all of such owners must sign this Letter of Transmittal.
If any tendered Outstanding Notes are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this letter as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the Holder or Holders of
the Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate note powers are required. If however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the Holder, then endorsements of any certificates
transmitted hereby or separate note powers are required. Signatures on such
certificates(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
Holder or Holders of any certificate(s) specified herein, such certificate(s)
must be endorsed or accompanied by appropriate note powers, in either case
signed exactly as the name or names of the Holder or Holders appear(s) on the
certificate(s) and signatures on such certificate(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any certificates or note 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, proper evidence satisfactory to the
Company of their authority to so act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING NOTES OR SIGNATURES ON
NOTE POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION.
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OUTSTANDING NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OUTSTANDING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OUTSTANDING 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.
4. Special Issuance and Delivery Instructions.
Tendering Holders of Outstanding Notes should indicate in the
applicable box the name and address to which Exchange Notes issued pursuant to
the Exchange Offer and/or substitute certificates evidencing Outstanding Notes
not exchanged are to be issued or sent, if different from the name or address of
the person signing this Letter of Transmittal. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated. Holders tendering Outstanding Notes by
book-entry transfer may request that Outstanding Notes not exchanged be credited
to such account maintained at the Book-Entry Transfer Facility as such Holder
may designate hereon. If no such instructions are given, such Outstanding not
exchanged will be returned to the name and address of the person signing this
Letter of Transmittal.
5. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Outstanding Notes to it or its order pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Outstanding Notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the Holder of the Outstanding Notes tendered hereby, or if
tendered Outstanding Notes are registered in the name of any person other than
the person signing this Letter of Transmittal, or if a transfer tax is imposed
for any reason other than the transfer of Outstanding Notes to 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 persons) will be payable
by the tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer taxes
will be billed to such tendering Holder and the Exchange Agent will retain
possession of an amount of Exchange Notes with a face amount equal to the amount
of such transfer taxes due by such tendering Holder pending receipt by the
Exchange Agent of the amount of such taxes.
Except as provided in this Instruction 5, it will not be necessary
for transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter of Transmittal.
6. Waiver of Conditions.
The Company reserves the absolute right to waive satisfaction of any
or all conditions enumerated in the Prospectus.
7. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Outstanding Notes , by execution of this
Letter of Transmittal, shall waive any right to receive notice of the acceptance
of their Outstanding Notes for exchange.
Although the Company intends to notify Holders of defects or
irregularities with respect to tenders of Outstanding Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give any such notice.
8. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
Any Holder whose Outstanding Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
9. Withdrawal of Tenders.
Tenders of Outstanding Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date. For a withdrawal to be
effective, a written notice of withdrawal must be received by the Exchange Agent
at one of the addresses set forth above. Any such notice of withdrawal must
specify the name of the person having tendered the Outstanding Notes to be
withdrawn, identify the Outstanding Notes to be withdrawn (including the
principal amount of such Outstanding Notes ), and (where certificates for
Outstanding Notes have been transmitted) specify the name in which such
Outstanding Notes are registered, if different from that of the withdrawing
Holder. If certificates for Outstanding Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the release of such certificates
the withdrawing Holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution unless such Holder is an Eligible
Institution in which case such guarantee will not be required. If Outstanding
Notes have been tendered pursuant to the procedure for book-entry transfer
described above, any notice of withdrawal must specify the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Outstanding Notes and otherwise comply with the procedures of such
facility. All questions as to the validity, form and eligibility (including time
of receipt) of such notices will be determined by the Company, whose
determination will be final and binding on all parties. Any Outstanding Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Outstanding Notes which have been tendered
for exchange but which are not exchanged for any reason will be returned to the
Holder thereof without cost to such Holder (or, in the case of Outstanding Notes
tendered by book-entry transfer into the Exchange Agent's account at the
Book-Entry Transfer Facility pursuant to the book-entry transfer procedures
described above, such Outstanding Notes will be credited to an account
maintained with such Book-Entry Transfer Facility for the Outstanding Notes) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by
following one of the procedures set forth in "The Exchange Offer--Procedures for
Tendering Outstanding Notes" section of the Prospectus at any time on or prior
to the Expiration Date.
10. Requests For Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus, this Letter of Transmittal and
other related documents may be directed to the Exchange Agent at the address
indicated above.
IMPORTANT TAX INFORMATION
The following is a summary of the tax certification requirements for
prospective U.S. Holders and Non-U.S. Holders (as those terms are defined in the
Registration Statement). If a Holder satisfied the certification requirements
described below for the Outstanding Notes, then no additional certification is
required for the Exchange Notes. For a summary of the material United States
federal income tax consequences of the acquisition, ownership and disposition of
the Exchange Notes (including the requirements that must be met to avoid backup
withholding and federal income tax withholding), Holders should refer to the
"Summary of U.S. Federal Income Tax Considerations" section of the Registration
Statement.
U.S. HOLDERS: PURPOSE OF SUBSTITUTE IRS FORM W-9
To prevent backup withholding at a rate of 30% on any payments
received in respect of the Exchange Notes, each prospective U.S. Holder should
provide the Company, through the Exchange Agent, with either: (i) such
prospective U.S. Holder's correct Taxpayer Identification Number ("TIN") by
completing the attached Substitute Internal Revenue Service ("IRS") Form W-9,
certifying that the TIN provided is correct (or that such prospective U.S.
Holder is awaiting a TIN) and that (A) such prospective U.S. Holder has not been
notified by the IRS that he or she is subject to backup withholding as a result
of a failure to report all interest or dividends or (B) the IRS has notified
such prospective U.S. Holder that he or she is no longer subject to backup
withholding; or (ii) an adequate basis for exemption. Exempt prospective U.S.
Holders (including among others, all corporations) should indicate their exempt
status on the Substitute IRS Form W-9.
If the Exchange Notes will be held in more than one name or are not
held in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on the Substitute IRS Form W-9
for additional guidance regarding which number to report. If the Company is not
provided with the correct taxpayer identification number, a prospective U.S.
Holder may be subject to a $50 penalty imposed by the IRS.
NON U.S.-HOLDERS: PURPOSE OF PROVIDING THE APPLICABLE IRS FORM W-8
To prevent the withholding of U.S. federal income tax at a 30% rate
and backup withholding on any payments received in respect of the Exchange
Notes, each prospective Non-U.S. Holder must certify, under penalties of
perjury, to the Company, through the Exchange Agent, that such owner is a
Non-U.S. Holder and must provide such owner's name, address and United States
TIN, if any. A prospective Non-U.S. Holder may give the certification described
above on IRS Form W-8BEN, which generally is effective for the remainder of the
year of signature plus three full calendar years, unless a change in
circumstances make any information on the form incorrect. Special rules apply to
foreign partnerships. In general, the foreign partnership will be required to
provide a properly executed IRS Form W-8IMY and attach thereto an appropriate
certification from each partner. Finally, if a prospective Non-U.S. Holder is
engaged in a U.S. trade or business, and if interest on an Exchange Note will be
effectively connected with the conduct of such trade or business, the Non-U.S.
Holder should provide a properly executed IRS Form W-8ECI. The Exchange Agent
will provide a prospective Non-U.S. Holder with an IRS Form W-8 upon request.
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TO BE COMPLETED BY ALL TENDERING U.S. HOLDERS
(SEE IMPORTANT TAX INFORMATION)
PAYOR'S NAME: THE BANK OF NEW YORK
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<Table>
Substitute IRS Form W-9 Department of the Treasury Payor's Request for Taxpayer
Identification Number ("TIN")
Internal Revenue Service and Certification
</Table>
Name:
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Check appropriate box: [ ] Individual/Sole Proprietor
[ ] Corporation
[ ] Partnership
[ ] Other:
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Check this box if you are exempt from withholding [ ]
PART I--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT OR INDICATE THAT YOU APPLIED
FOR A TIN:
TIN AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number or
Employer Identification Number
______________________________
TIN Applied for [ ]
PART II--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me);
(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) I am a U.S. person (including a U.S. resident alien).
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.
Signature: Date: , 2003
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NOTE: FAILURE BY A PROSPECTIVE HOLDER OF EXCHANGE NOTES TO COMPLETE AND RETURN
THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 30% ON ANY PAYMENTS RECEIVED BY
YOU IN RESPECT OF THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE IRS FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 1 OF SUBSTITUTE IRS FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 30% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
, 2003
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Signature Date
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NON U.S. HOLDERS: IN LIEU OF COMPLETING THE SUBSTITUTE IRS FORM W-9, EACH
NON-U.S. HOLDER MUST SUBMIT THE APPLICABLE IRS FORM W-8 (SEE IMPORTANT TAX
INFORMATION).