EXHIBIT 99.7
HALLIBURTON COMPANY
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
UNREGISTERED SENIOR NOTES DUE 2005
IN EXCHANGE FOR
REGISTERED SENIOR NOTES DUE 2005
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 200 (THE "EXPIRATION DATE"), UNLESS SOONER TERMINATED OR
EXTENDED. OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE FOR THE
EXCHANGE OFFER.
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed and submitted to the Exchange Agent:
JPMorgan Chase Bank
1-800-275-2049
For Delivery By Mail (registered or certified mail recommended),
Overnight Delivery or by Hand:
JPMorgan Chase Bank
600 Travis, Suite 1150
Houston, Texas 77002
Attn: Frank McCreary
By Facsimile Transmission (eligible institutions only):
713-577-5200
Attn: Frank McCreary
Confirm by telephone:
713-216-4849
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SHOWN ABOVE OR
TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF
TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
The undersigned hereby acknowledges receipt and review of the prospectus
dated , 200 (the "Prospectus") of Halliburton Company (the "Issuer")
and this Letter of Transmittal which together constitute the Issuer's offer to
exchange its Senior Notes due 2005 (the "New Notes"), the issuance of which has
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of issued and outstanding unregistered Senior
Notes due 2005 (the "Outstanding Notes"). The exchange of Outstanding Notes for
New Notes and the related documentation are referred to as the "Exchange Offer."
Capitalized terms used but not defined herein have the respective meanings given
to them in the Prospectus.
The Issuer reserves the right, at any time or from time to time, to extend
the period of time during which the Exchange Offer for the Outstanding Notes is
open, at its discretion, in which event the term "Expiration Date" shall mean
the latest date to which such Exchange Offer is extended. The Issuer shall
notify JPMorgan Chase Bank (the
"Exchange Agent") of any extension by oral or written notice and shall make a
public announcement thereof no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date.
The interest rate on the New Notes for a particular interest period will be
a per annum rate equal to three-month LIBOR plus 1.5%. Interest will be payable
quarterly on the 17th day of January, April, July and October of each year,
commencing January 17, 2004. Registered holders of New 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 on the Outstanding Notes or, if no interest has
been paid, from October 17, 2003. Outstanding Notes accepted for exchange will
cease to accrue interest from and after the date of consummation of the Exchange
Offer. 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. Interest will be paid to the
person in whose name the applicable New Note is registered at the close of
business on the immediately preceding 1st day of January, April, July and
October, as the case may be. Interest will be computed on the basis of the
actual number of days in an interest period and a 360-day year. No additional
interest will be payable on the New Notes.
This Letter of Transmittal is to be used by a holder of Outstanding Notes
if:
- certificates of Outstanding Notes are to be forwarded with this Letter of
Transmittal; or
- delivery of Outstanding Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company
(the "DTC") pursuant to the procedures set forth in the Prospectus under
the caption "The Exchange Offer -- Procedures for Tendering -- Book-Entry
Transfer."
Tenders by book-entry transfer may also be made by delivering an "agent's
message" pursuant to DTC's Automated Tender Offer Program in lieu of this Letter
of Transmittal. Holders of Outstanding Notes (i) whose Outstanding Notes are not
immediately available, (ii) who are unable to deliver their Outstanding Notes,
this Letter of Transmittal and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date for the Exchange Offer, or
(iii) who are unable to complete the procedure for book-entry transfer on a
timely basis, must tender their Outstanding Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2 of this Letter of
Transmittal. Delivery of documents to the book-entry transfer facility does not
constitute delivery to the Exchange Agent.
The term "holder" with respect to the Exchange Offer for Outstanding Notes
means any person in whose name such Outstanding Notes are registered on the
books of Halliburton Company, any person who holds such Outstanding Notes and
has obtained a properly completed bond power from the registered holder or any
participant in the DTC system whose name appears on a security position listing
as the holder of such Outstanding Notes and who desires to deliver the
Outstanding Notes by book-entry transfer at DTC. The undersigned has completed,
executed and delivered this Letter of Transmittal to indicate the action the
undersigned desires to take with respect to the Exchange Offer. Holders who wish
to tender their Outstanding Notes must complete this Letter of Transmittal in
its entirety (unless such Outstanding Notes are to be tendered by book-entry
transfer and an agent's message is delivered in lieu hereof).
Please read the entire Letter of Transmittal and the Prospectus carefully
before checking any box below. The instructions included with this Letter of
Transmittal must be followed. Questions and requests for assistance or for
additional copies of the Prospectus and this Letter of Transmittal may be
directed to the Exchange Agent.
2
List below the Outstanding Notes tendered under this Letter of Transmittal.
If the space below is inadequate, list the title, registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OUTSTANDING NOTES TENDERED
- -------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON OUTSTANDING NOTES (PLEASE FILL IN, IF BLANK)
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
OUTSTANDING NOTE(S) TENDERED
- -------------------------------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL
AMOUNT PRINCIPAL
REGISTERED REPRESENTED AMOUNT
TITLE OF SERIES NUMBER(S)* BY NOTE(S) TENDERED**
- -------------------------------------------------------------------------------------------------------------------------------
Halliburton Company
Senior Notes due 2005
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Total
- -------------------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Outstanding Notes will be deemed to have tendered the entire aggregate
principal amount represented by such Outstanding Notes. All tenders must be in integral multiples of $1,000.
- -------------------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTES ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY
THE EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution:
- --------------------------------------------------------------------------------
Book-entry Facility Account Number(s):
- --------------------------------------------------------------------------------
Transaction Code Number(s):
- --------------------------------------------------------------------------------
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED OUTSTANDING NOTES ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED
HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR
USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) of Outstanding
Notes: -------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
- --------------------------------------------------------------------------------
3
Window Ticket Number (if available):
- --------------------------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
- --------------------------------------------------------------------------------
DTC Account Number(s) (if delivered by book-entry transfer):
- --------------------------------------------------------------------------------
Transaction Code Number (if delivered by book-entry transfer):
- --------------------------------------------------------------------------------
Name of Tendering Institution (if delivered by book-entry transfer):
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED, BY
CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY).
[ ] CHECK HERE AND COMPLETE THE FOLLOWING 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:
- --------------------------------------------------------------------------------
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to participate in, a distribution of
New Notes. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Outstanding Notes, it represents that the New
Notes are acquired as a result of market-making activities or other trading
activities and that it will deliver a Prospectus in connection with any resale
of such New 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.
4
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Issuer for exchange the principal amount of Outstanding
Notes indicated above. Subject to and effective upon the acceptance for exchange
of the principal amount of Outstanding Notes tendered in accordance with this
Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers
to, or upon the order of, the Issuer all right, title and interest in and to the
Outstanding Notes tendered for exchange hereby, including all rights to accrued
and unpaid interest thereon as of the Expiration Date. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact for the undersigned (with full knowledge that said
Exchange Agent also acts as the agent for the Issuer in connection with the
Exchange Offer) with respect to the tendered Outstanding Notes with full power
of substitution to:
- deliver such Outstanding Notes, or transfer ownership of such Outstanding
Notes on the account books maintained by the DTC, to the Issuer and
deliver all accompanying evidences of transfer and authenticity; and
- present such Outstanding Notes for transfer on the books of the Issuer
and receive all benefits and otherwise exercise all rights of beneficial
ownership of such Outstanding Notes, all in accordance with the terms of
the Exchange Offer.
The power of attorney granted in this paragraph shall be deemed to be
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
Outstanding Notes tendered hereby and to acquire the New Notes issuable upon the
exchange of such tendered Outstanding Notes, and that the Issuer 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 for exchange by the Issuer as contemplated herein.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretations set forth in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation (available April 13, 1988), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling
(available July 2, 1993) and similar no-action letters (the "Prior No-Action
Letters"), that the New Notes issued in exchange for Outstanding Notes pursuant
to the Exchange Offer may be offered for resale or resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Issuer 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 New Notes are acquired in
the ordinary course of such holders' business and that such holders are not
engaging in, do not intend to participate in and have no arrangement or
understanding with any person to participate in a distribution of such New
Notes. The SEC has not, however, 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.
The undersigned hereby further represents to the Issuer that:
- neither the holder nor any other person receiving its New Notes in the
Exchange Offer is an "affiliate," as defined in Rule 405 under the
Securities Act, of the Issuer or a broker-dealer tendering Outstanding
Notes acquired directly from the Issuer for its own account;
- if the undersigned is not a broker-dealer or is a broker-dealer but will
not receive New Notes for its own account in exchange for Outstanding
Notes, the undersigned represents that it is not engaged in, and does not
intend to participate in, a distribution of New Notes;
- neither the undersigned nor any other person receiving notes in the
Exchange Offer has an arrangement or understanding with any person to
participate in the distribution of the Outstanding Notes or the New Notes
within the meaning of the Securities Act; and
- the New Notes to be received are being acquired in the ordinary course of
business of the person receiving such New Notes, whether or not the
undersigned.
5
If the undersigned is a broker-dealer that will receive New Notes in
exchange for Outstanding Notes that were acquired for its own account as a
result of market-making activities or other trading activities, it represents
that it will deliver a Prospectus in connection with any resale of such New
Notes. By so acknowledging and by delivering a Prospectus, however, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned acknowledges that if the undersigned is tendering
Outstanding Notes in the Exchange Offer with the intention of participating in
any manner in a distribution of the New Notes:
- the undersigned cannot rely on the position of the staff of the SEC set
forth in the Prior No-Action Letters and, in the absence of an exemption
therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with the resale
transaction of the New Notes, in which case the registration statement
must contain the selling security holder information required by Item 507
or Item 508, as applicable, of Regulation S-K of the SEC; and
- failure to comply with such requirements in such instance could result in
the undersigned incurring liability for which the undersigned is not
indemnified by the Issuer.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be necessary or
desirable to complete the exchange, assignment and transfer of the Outstanding
Notes tendered hereby, including the transfer of such Outstanding Notes on the
account books maintained by the DTC.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted for exchange validly tendered Outstanding Notes when, as and if the
Issuer gives oral or written notice thereof to the Exchange Agent. Any tendered
Outstanding Notes that are not accepted for exchange pursuant to the Exchange
Offer for any reason will be returned, without expense, to the undersigned at
the address shown below or at a different address as may be indicated herein
under Special Delivery Instructions as promptly as practicable after the
Expiration Date for such Exchange Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon its successors, assigns, heirs, executors,
administrators, trustees in bankruptcy and legal representatives. This tender
may be withdrawn only in accordance with the procedures set forth in the section
of the Prospectus entitled "The Exchange Offer -- Withdrawal of Tenders."
The undersigned acknowledges that the Issuer's acceptance of properly
tendered Outstanding Notes pursuant to the procedures described under the
caption "The Exchange Offer -- Procedures for Tendering" in the Prospectus and
in the instructions hereto will constitute a binding agreement between the
undersigned and the Issuer upon the terms and subject to the conditions of the
Exchange Offer. The undersigned further agrees that acceptance of any tendered
Outstanding Notes by the Issuer and the issuance of New Notes in exchange
therefor shall constitute performance in full by the Issuer of their obligations
under the registration rights agreement and that the Issuer shall have no
further obligations or liabilities thereunder for the registration of the
Outstanding Notes or the New Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Issuer), the Issuer may not be
required to exchange any of the Outstanding Notes tendered hereby. In such
event, the Outstanding Notes not exchanged will be returned to the undersigned
at the address shown below the signature of the undersigned.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the New Notes issued in exchange for the Outstanding Notes accepted for
exchange and return any Outstanding Notes not tendered or not exchanged, in the
name(s) of the undersigned (or, in the case of a book-entry delivery of
Outstanding Notes, please credit the account indicated above maintained at the
DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail or deliver the New Notes issued in exchange for the
Outstanding Notes accepted for exchange and any Outstanding Notes not tendered
or not exchanged (and accompanying documents, as appropriate) to the undersigned
at the address shown below the undersigned's signature(s). In the event that
both "Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the New Notes issued in exchange for the Outstanding
Notes accepted for exchange in the name(s) of, and return any Outstanding Notes
not tendered or not exchanged to, the
6
person(s) so indicated. The undersigned recognizes that the Issuer has no
obligation pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Outstanding Notes from the name of the registered
holder(s) thereof if the Issuer does not accept for exchange any of the
Outstanding Notes so tendered for exchange.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Outstanding Notes in a principal amount not
tendered, or New Notes issued in exchange for Outstanding Notes accepted for
exchange, are to be issued in the name of someone other than the undersigned, or
(ii) if Outstanding Notes tendered by book-entry transfer which are not
exchanged are to be returned by credit to an account maintained at the DTC other
than the DTC Account Number set forth above. Issue New Notes and/or Outstanding
Notes to:
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if Outstanding Notes in a principal amount not tendered, or
New Notes issued in exchange for Outstanding Notes accepted for exchange, are to
be mailed or delivered to someone other than the undersigned, or to the
undersigned at an address other than that shown below the undersigned's
signature. Mail or deliver New Notes and/or Outstanding Notes to:
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
[ ] Credit unexchanged Outstanding Notes delivered by book-entry transfer to the
DTC account number set forth below:
DTC Account
Number:-------------------------------------------------------------------------
7
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
SIGNATURE(S) OF REGISTERED HOLDER(S) OF OUTSTANDING NOTES
Dated ------------------------------
(The above lines must be signed by the registered holder(s) of Outstanding
Notes as your name(s) appear(s) on the Outstanding 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 Outstanding 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 the Issuer, submit evidence satisfactory to the Issuer of
such person's authority so to act. See Instruction 5 regarding the completion of
this Letter of Transmittal, printed below.)
Name(s):
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity (Full Title):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- --------------------------------------------------------------------------------
8
MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Certain signatures must be guaranteed by an Eligible Institution. Please read
Instruction 5 of this Letter of Transmittal to determine whether a signature
guarantee is required for the tender of your Outstanding Notes.
Signature(s) Guaranteed by an Eligible Institution:
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(TITLE)
- --------------------------------------------------------------------------------
(NAME OF FIRM)
- --------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE)
- --------------------------------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
Dated:
- --------------------------------------------------------------------------------
9
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES OR AGENT'S
MESSAGE AND BOOK-ENTRY CONFIRMATION. All physically delivered Outstanding Notes
or any confirmation of a book-entry transfer to the Exchange Agent's account at
the DTC of Outstanding Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof (or an agent's message in lieu
hereof), and any other documents required by this Letter of Transmittal must be
received by the Exchange Agent at its address set forth herein on or prior to
5:00 p.m., New York City time, on the Expiration Date for the Exchange Offer, 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. The method of
delivery of the tendered Outstanding Notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the holder and, except as otherwise provided below, the delivery will be deemed
made only when actually received or confirmed by the Exchange Agent. Instead of
delivery by mail, it is recommended that the holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to ensure
delivery to the Exchange Agent before the Expiration Date. NEITHER THIS LETTER
OF TRANSMITTAL NOR OUTSTANDING NOTES SHOULD BE SENT TO THE ISSUER.
All questions as to the validity, form, eligibility (including time of
receipt) or acceptance of tendered Outstanding Notes and withdrawal of tendered
Outstanding Notes will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the absolute right
to reject any and all Outstanding Notes not properly tendered or any Outstanding
Notes the Issuer's acceptance of which would, in the opinion of counsel for the
Issuer, be unlawful. The Issuer also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Outstanding Notes. The
Issuer's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Outstanding Notes must be cured within such time as
the Issuer shall determine. Neither the Issuer, the Exchange Agent nor any other
person shall be under any duty to give notification of defects or irregularities
with respect to tenders of Outstanding Notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of Outstanding Notes
will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Outstanding Notes received by the Exchange Agent that
are not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the Exchange Agent to the tendering
holders of Outstanding Notes, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date. See "The
Exchange Offer" section of the Prospectus.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
Outstanding Notes and (a) whose Outstanding Notes are not immediately available,
or (b) who cannot deliver their Outstanding Notes, this Letter of Transmittal or
any other documents required hereby to the Exchange Agent prior to the
Expiration Date, or (c) who are unable to comply with the applicable procedures
under the DTC's Automated Tender Offer Program on a timely basis, must tender
their Outstanding Notes according to the guaranteed delivery procedures set
forth in the Prospectus.
Pursuant to such procedures:
- such tender must be made by or through a financial institution (including
most banks, savings and loan associations, and brokerage houses) that is
a participant in the Securities Transfer Agents' Medallion Program, the
New York Stock Exchange Medallion Program or the Stock Exchanges'
Medallion Program approved by the Securities Transfer Association Inc.
(an "Eligible Institution");
- prior to the Expiration Date, the Exchange Agent must have received from
the Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery) or
a properly transmitted agent's message and Notice of Guaranteed Delivery
setting forth the name and address of the holder of the Outstanding
Notes, the registration number(s) of such Outstanding Notes and the total
principal amount of Outstanding Notes tendered, stating that the tender
is being made thereby and guaranteeing that, within three New York Stock
Exchange trading days after such Expiration Date, this Letter of
Transmittal (or facsimile hereof or an agent's message in lieu hereof)
together with the Outstanding Notes in proper form for transfer (or a
Book-entry Confirmation) and any other documents required by this Letter
of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent; and
10
- this Letter of Transmittal (or a facsimile hereof or an agent's message
in lieu hereof) together with the certificates for all physically
tendered Outstanding Notes in proper form for transfer (or Book-entry
Confirmation, as the case may be) and all other documents required hereby
are received by the Exchange Agent within three New York Stock Exchange
trading days after such Expiration Date.
Any holder of Outstanding Notes who wishes to tender Outstanding Notes
pursuant to the guaranteed delivery procedures described above must ensure that
the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
p.m., New York City time, on the Expiration Date. Upon request of the Exchange
Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their Outstanding Notes according to the guaranteed delivery procedures
set forth above. See "The Exchange Offer -- Guaranteed Delivery Procedures"
section of the prospectus.
3. TENDER BY HOLDER. Only a registered holder of Outstanding Notes may
tender such Outstanding Notes in the Exchange Offer. Any beneficial holder of
Outstanding Notes who is not the registered holder and who wishes to tender
should arrange with the registered holder to execute and deliver this Letter of
Transmittal on his behalf or must, prior to completing and executing this Letter
of Transmittal and delivering his Outstanding Notes, either make appropriate
arrangements to register ownership of the Outstanding Notes in such holder's
name or obtain a properly completed bond power from the registered holder.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). Tenders of Outstanding Notes will be accepted only in integral
multiples of $1,000. If less than the entire principal amount of any Outstanding
Notes is tendered, the tendering holder should fill in the principal amount
tendered in the third column of the box entitled "Description of Outstanding
Notes Tendered" above. The entire principal amount of Outstanding Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of all Outstanding Notes is
not tendered, then Outstanding Notes for the principal amount of Outstanding
Notes not tendered and New Notes issued in exchange for any Outstanding Notes
accepted will be returned to the holder as promptly as practicable after the
Outstanding Notes are accepted for exchange.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile
hereof) is signed by the record holder(s) of the Outstanding Notes tendered
hereby, the signature(s) must correspond exactly with the name(s) as written on
the face of the Outstanding Notes without alteration, enlargement or any change
whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a
participant in the DTC, the signature must correspond with the name as it
appears on the security position listing as the holder of the Outstanding Notes.
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 this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder(s) of Outstanding Notes listed and tendered hereby and the New
Notes issued in exchange therefor are to be issued (or any untendered principal
amount of Outstanding Notes is to be reissued) to the registered holder(s), then
said holder(s) need not and should not endorse any tendered Outstanding Notes,
nor provide a separate bond power. In any other case, such holder(s) must either
properly endorse the Outstanding Notes tendered or transmit a properly completed
separate bond power with this Letter of Transmittal, with the signatures on the
endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Notes or bond powers are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and,
unless waived by the Issuer, evidence satisfactory to the Issuer of their
authority to act must be submitted with this Letter of Transmittal.
No signature guarantee is required if (i) this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Outstanding Notes
tendered herein (or by a participant in the DTC whose name appears on a security
position listing as the owner of the tendered Outstanding Notes) and the New
Notes are to be issued directly to such registered holder(s) (or, if signed by a
participant in the DTC, deposited to such participant's account at the DTC) and
neither the box entitled "Special Delivery Instructions" nor the box entitled
"Special Issuance Instructions" has been completed, or (ii) such Outstanding
Notes are tendered for the account of an Eligible Institution. In all other
cases, all signatures on this Letter of Transmittal (or facsimile hereof) must
be guaranteed by an Eligible Institution.
11
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which New
Notes or substitute Outstanding Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated. Holders tendering Outstanding
Notes by book-entry transfer may request that Outstanding Notes not exchanged be
credited to such account maintained at the DTC as such noteholder may designate
hereon. If no such instructions are given, such Outstanding Notes not exchanged
will be returned to the name and address (or account number) of the person
signing this Letter of Transmittal.
7. TRANSFER TAXES. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer.
If, however, New Notes or Outstanding Notes for principal amounts not tendered
or accepted for exchange 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
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
exchange of Outstanding Notes pursuant to the Exchange Offer, then 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 with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder and the Exchange Agent will retain possession of an amount
of New Notes with a face amount at least 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.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder of any Outstanding Notes or New Notes must provide the Issuer (as payor)
with its correct taxpayer identification number ("TIN"), which, in the case of a
holder who is an individual, is his or her social security number. If the Issuer
is not provided with the correct TIN, the holder or payee may be subject to a
$50 penalty imposed by the Internal Revenue Service and backup withholding,
currently at a rate of 28%, on interest payments on the New Notes.
To prevent backup withholding, each tendering holder and each prospective
holder must provide such holder's correct TIN by completing the Substitute Form
W-9 set forth herein, certifying that the TIN provided is correct (or that such
holder is awaiting a TIN), that the holder is a U.S. person (including U.S.
resident alien), and that (i) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result of
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified the holder that such holder is no longer subject to backup
withholding. If the New Notes will be registered in more than one name or will
not be in the name of the actual owner, consult the Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 included in this Letter
of Transmittal ("Instructions") for information on which TIN to report.
If such holder does not have a TIN, such holder should consult the
Instructions concerning applying for a TIN, check the box in Part 3 of the
Substitute Form W-9, write "applied for" in lieu of its TIN and sign and date
the form and the Certificate of Awaiting Taxpayer Identification Number.
Checking this box, writing "applied for" on the form and signing such
certificate means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Issuer within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Issuer.
Certain holders are not subject to the backup withholding and reporting
requirements. These holders, which we refer to as exempt holders, include
certain foreign persons (other than U.S. resident aliens) and persons listed in
the Instructions as payees exempt from backup withholding. Exempt holders (other
than certain foreign persons) should indicate their exempt status on Substitute
Form W-9. A foreign person (other than a U.S. resident alien) may qualify as an
exempt holder by submitting to the Exchange Agent a properly completed Internal
Revenue Service Form W-8BEN, signed under penalty of perjury, attesting to the
holder's exempt status. A disregarded domestic entity that has a foreign owner
should file an Internal Revenue Service Form W-8BEN rather than a Substitute
Form W-9. An Internal Revenue Service Form W-8BEN may be obtained from the
Exchange Agent.
The Issuer reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Issuer's obligations regarding backup
withholding.
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9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Outstanding Notes will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the absolute right
to reject any and all Outstanding Notes not properly tendered or any Outstanding
Notes the Issuer's acceptance of which might, in the opinion of the Issuer or
its counsel, be unlawful. The Issuer also reserves the absolute right to waive
any conditions of the Exchange Offer or defects or irregularities of tenders as
to particular Outstanding Notes. The Issuer's interpretation of the terms and
conditions of the Exchange Offer (including this Letter of Transmittal and the
instructions hereto) shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Outstanding Notes
must be cured within such time as the Issuer shall determine. Neither the
Issuer, the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Outstanding
Notes nor shall any of them incur any liability for failure to give such
notification. Any Outstanding Notes received by The Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned to the tendering holder as soon as practicable
following the Expiration Date.
10. WAIVER OF CONDITIONS. The Issuer reserves the absolute right to
waive, in whole or part, any of the conditions to the Exchange Offer set forth
in the Prospectus.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Outstanding Notes will be accepted.
12. 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. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, stolen or destroyed
Outstanding Notes have been followed.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page of this Letter of Transmittal. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
14. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE
HEREOF OR AN AGENT'S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE OUTSTANDING
NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE
RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.
13
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX
FORM W-9 AT RIGHT (OR COMPLETE PART 3) AND CERTIFY BY ---------------------------------------
SIGNING AND DATING BELOW. Social Security Number
or
---------------------------------------
Employer ID Number
---------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2 -- CERTIFICATIONS -- Under penalties of perjury, I certify that:
INTERNAL REVENUE SERVICE
(1) The number shown on this form is my correct Taxpayer Identification Number (or I
PAYOR'S REQUEST FOR TAXPAYER have checked the box in Part 3 and executed the Certificate of Awaiting Taxpayer
IDENTIFICATION NUMBER Identification Number below), and
("TIN")
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of 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)
CERTIFICATION 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
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you are 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).
---------------------------------------------------------------------------------------
Name --------------------------------------
Address
-------------------------
- ----------------------------
CITY, STATE AND ZIP CODE
------------------------
------------------
SIGNATURE DATE
PART 3
Awaiting TIN [ ]
Please complete the Certificate of Awaiting
Taxpayer Identification Number below.
- ----------------------------------------------------------------------------------------------------------------------
</Table>
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF A PORTION (CURRENTLY 28%) OF ANY PAYMENTS MADE TO YOU
WITH RESPECT TO THE NEW NOTES.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
14
<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------
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, a portion (currently 28%) of all reportable payments made
to me thereafter will be withheld until I provide a number.
- ------------------------------ ------------------------------
Signature Date
- --------------------------------------------------------------------------------
</Table>
15