Exhibit 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9 5/8% SENIOR NOTES DUE 2013
OF
PARKER DRILLING COMPANY
PURSUANT TO THE PROSPECTUS DATED DECEMBER , 2003
THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY , 2004
UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (THE "EXPIRATION DATE").
TENDERS OF PRIVATE NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION
DATE.
The Exchange Agent for the Exchange Offer is:
JPMORGAN CHASE BANK
<Table>
By Mail: By Facsimile: By Hand: By Overnight Courier:
JPMorgan Chase Bank
JPMorgan Chase Bank (214) 468-6494 2001 Bryan Street, Floor JPMorgan Chase Bank
2001 Bryan Street, Floor 10 2001 Bryan Street, Floor
10 Confirm by Telephone: Dallas, TX 75201 10
Dallas, TX 75201 Attention: Frank Ivins Dallas, TX 75201
Attention: Frank Ivins (800) 275-2048 Attention: Frank Ivins
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES PURSUANT TO THE
EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR PRIVATE NOTES TO THE
EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
This Letter of Transmittal is to be used by holders ("Holders") of 9 5/8%
Senior Notes due 2013 (the "Private Notes") of Parker Drilling Company (the
"Company") to receive 9 5/8% Senior Notes due 2013 (the "Exchange Notes") of the
Company if: (i) certificates representing Private Notes are to be physically
delivered to the Exchange Agent herewith by such Holder; (ii) tender of Private
Notes is to be made by book-entry transfer to the Exchange Agent's account at
The Depository Trust Company ("DTC") pursuant to the procedures set forth under
the caption "The Exchange Offer -- Book-Entry Transfer" in the Prospectus dated
December , 2003 (the "Prospectus"); or (iii) tender of Private Notes is to be
made according to the guaranteed delivery procedures set forth under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus.
The undersigned hereby acknowledges receipt of the Prospectus. All
capitalized terms used herein and not defined shall have the meanings ascribed
to them in the Prospectus.
DTC participants that are accepting the exchange offer as set forth in the
Prospectus and this Letter of Transmittal (which together constitute the
"Exchange Offer") must transmit their acceptance to DTC which will edit and
verify the acceptance and execute a book-entry delivery to the Exchange Agent's
account at DTC. DTC will then send an agent's message to the Exchange Agent for
its acceptance. Delivery of the agent's message by DTC will satisfy the terms of
the Exchange Offer as to execution and delivery of a Letter of Transmittal by
the participant identified in the agent's message. By tendering Private Notes
pursuant to the book-entry procedures established by DTC, the participant agrees
to be bound by the terms of this Letter of Transmittal as if such participant
had signed and physically delivered such document to the Exchange Agent.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.
If a Holder wishes to surrender Private Notes pursuant to the Exchange
Offer and cannot meet the Expiration Date deadline, or cannot deliver the
Private Notes, the Letter of Transmittal or any other documentation on time,
then the Holder must surrender the Private Notes according to the guaranteed
delivery procedures set forth under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures "in the Prospectus. See Instruction 2.
The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
TENDER OF PRIVATE NOTES
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[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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DTC Account Number:
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Transaction Code Number:
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[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticker Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
--------------------------
Name of Eligible Institution that Guaranteed Delivery:
--------------------------
2
List below the Private Notes to which this Letter of Transmittal relates.
The name(s) and address(es) of the registered Holder(s) should be printed, if
not already printed below, exactly as they appear on the Private Notes tendered
herewith. The Private Notes and the principal amount of Private Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes. If
the space provided is inadequate, list the certificate number(s) and principal
amount(s) on a separately executed schedule and affix the schedule to this
Letter of Transmittal.
<Table>
<Caption>
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DESCRIPTION OF PRIVATE NOTES
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) AGGREGATE PRINCIPAL
(PLEASE FILL IN IF BLANK) CERTIFICATE AMOUNT PRINCIPAL AMOUNT
SEE INSTRUCTION 3 NUMBER(S)* REPRESENTED** TENDERED**
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Total Principal
Amount of Private
Notes
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* Need not be completed by Holders tendering by book-entry transfer.
** Unless otherwise specified, the entire aggregate principal amount represented by the Private Notes described
above will be deemed to be rendered. See Instruction 4.
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</Table>
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Parker Drilling Company (the "Company"),
upon the terms and subject to the conditions set forth in its Prospectus dated
December , 2003 (the "Prospectus"), receipt of which is hereby acknowledged,
and in accordance with this Letter of Transmittal (which together constitute the
"Exchange Offer"), the principal amount of Private Notes indicated in the
foregoing table entitled "Description of Private Notes" under the column heading
"Principal Amount Tendered."
Subject to, and effective upon, the acceptance for purchase of the
principal amount of Private Notes tendered herewith in accordance with the terms
and subject to the conditions of the Exchange Offer, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company, all right,
title and interest in and to all of the Private Notes tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent as
the true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that the Exchange Agent also acts as the agent of the Company) with
respect to such Private Notes, with full powers of substitution and revocation
(such power of attorney being deemed to be an irrevocable power coupled with an
interest) to (i) present such Private Notes and all evidences of transfer and
authenticity to, or transfer ownership of, such Private Notes on the account
books maintained by DTC to, or upon the order of, the Company, (ii) present such
Private Notes for transfer of ownership on the books of the Company, and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Private Notes, all in accordance with the terms and conditions of the
Exchange Offer as described in the Prospectus.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Private Notes
tendered hereby and that the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sale agreements or other
obligations relating to their sale or transfer, and not subject to any adverse
claim, when the same are accepted by the Company. The undersigned also warrants
that it will, upon request, execute and deliver any additional documents deemed
by the Exchange Agent or by the Company to be necessary or desirable to complete
the sale, exchange, assignment and transfer of the Private Notes tendered
hereby. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Private 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
Private Notes nor any such other person has an arrangement or understanding with
any person to participate in the distribution of such Exchange Notes and that
neither the Holder of such Private Notes nor any such other person is an
"affiliate", as defined in Rule 405 under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company or a broker-dealer tendering the Private
Notes acquired directly from the Company for its own account.
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 in exchange for the Private Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the provisions
of the Securities Act), provided that such Exchange Notes are acquired in the
ordinary course of such holders' business and such holders have no arrangement
with any person to participate in the distribution of such Exchange Notes. The
Company, however, does not intend to request the SEC to consider, and 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 respect to
the distribution of the Exchange Notes to be acquired pursuant to the Exchange
Offer, such Holder (i) could not rely on the applicable interpretations of the
staff of the SEC and (ii) 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 Private Notes acquired as a result of
market-making or other trading activities (a "Participating Broker-Dealer"), it
represents that the Private Notes to be exchanged for the Exchange Notes were
acquired by it as a result of market-making or other trading
4
activities and acknowledges that it will deliver a prospectus (as amended or
supplemented from time to time) in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, such
Participating Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The Company has agreed that, subject to the provisions of the Registration
Rights Agreement, dated October 10, 2003, among the Company and the initial
purchasers, the Prospectus, as it may be amended or supplemented from time to
time, may be used by a Participating Broker-Dealer in connection with resales of
Exchange Notes received in exchange for Private Notes which were acquired by
such Participating Broker-Dealer for its own account as a result of market-
making or other trading activities, for a period ending one year after the
Expiration Date (subject to extension under certain limited circumstances
described in the Prospectus) or, if earlier, when all such Exchange Notes have
been disposed of by such Participating Broker-Dealer. In that regard, each
Participating Broker-Dealer by tendering such Private Notes and executing this
Letter of Transmittal, agrees that, upon receipt of notice from the Company of
the occurrence of any event or the discovery of any fact which makes any
statement contained or incorporated by reference in the Prospectus untrue in any
material respect or which causes the Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
therein, in light of the circumstances under which they were made, not
misleading, such Participating Broker-Dealer will suspend the sale of Exchange
Notes pursuant to the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission and has furnished copies
of the amended or supplemented Prospectus to the Participating Broker-Dealer or
the Company has given notice that the sale of the Exchange Notes may be resumed,
as the case may be. If the Company gives such notice to suspend the sale of the
Exchange Notes, it shall extend the one year period referred to above during
which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of Exchange Notes by the number of days during the
period from and including the date of the giving of such notice to and including
the date when Participating Broker-Dealers shall have received copies of the
supplemented or amended Prospectus necessary to permit resales of the Exchange
Notes or to and including the date on which the Company has given notice that
the sale of Exchange Notes may be resumed, as the case may be.
The undersigned understands that tenders of Private Notes may be withdrawn
by written or facsimile transmission notice of withdrawal received by the
Exchange Agent at any time prior to the Expiration Date. In the event of a
termination of the Exchange Offer, the Private Notes tendered pursuant to the
Exchange Offer will be returned to the tendering Holders promptly, at no cost,
(or, in the case of Private Notes tendered by book-entry transfer, such Private
Notes will be credited to the account maintained at DTC from which such Private
Notes were delivered). If the waiver of an unsatisfied condition by the Company
constitutes a material change to the Exchange Offer, the Company will promptly
disclose the waiver by means of a prospectus supplement that will be distributed
to the registered Holders, and the Company will extend the Exchange Offer to the
extent required by law.
The undersigned understands that the tender of Private Notes pursuant to
any of the procedures set forth in the Prospectus and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Exchange Offer. The Company's acceptance for exchange of Private Notes tendered
pursuant to any of the procedures described in the Prospectus will constitute a
binding agreement between the undersigned and the Company in accordance with the
terms and subject to the conditions of the Exchange Offer. The undersigned
recognizes that, under certain circumstances set forth in the prospectus, the
Company may not be required to accept for exchange any of the Private Notes
tendered hereby.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive the death or incapacity
of the undersigned, and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, trustees in bankruptcy,
personal and legal representatives, successors and assigns of the undersigned.
The undersigned understands that the delivery and surrender of any Private
Notes is not effective, and the risk of loss of the Private Notes does not pass
to the Exchange Agent or the Company, until receipt by the Exchange Agent of
this Letter of Transmittal, or a manually signed facsimile hereof, properly
completed and duly executed, together with all accompanying evidences of
authority and any other required documents in form satisfactory to the Company.
All questions as to the validity, form, acceptance, withdrawal and eligibility,
including time of receipt of surrendered private notes, will be determined by
the Company in its sole discretion, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all Private
Notes not properly surrendered, to reject any Private
5
Notes if acceptance of them would, in the opinion of the Company's counsel, be
unlawful and to waive any defects, irregularities or conditions of surrender as
to particular Private Notes.
Unless waived, the undersigned must cure any defects or irregularities in
connection with surrenders of Private Notes on or before the Expiration Date.
Although the Company intends to notify Holders of defects or irregularities in
connection with surrenders of Private Notes, neither the Company, the Exchange
Agent nor anyone else will be liable for failure to give such notice. Surrenders
of Private Notes will not be deemed to have been made until any defects or
irregularities have been cured or waived.
Unless otherwise indicated herein under "Special Issuance Instructions,"
the undersigned hereby requests that any Private Notes representing principal
amounts not tendered or not accepted for exchange be issued in the name(s) of
the undersigned (and in the case of Private Notes tendered by book-entry
transfer, by credit to the account of DTC), and Exchange Notes issued in
exchange for Private Notes pursuant to the Exchange Offer be issued to the
undersigned. Similarly, unless otherwise indicated herein under "Special
Delivery Instructions," the undersigned hereby requests that any Private Notes
representing principal amounts not tendered or not accepted for exchange and
Exchange Notes issued in exchange for Private Notes pursuant to the Exchange
Offer be delivered to the undersigned at the address shown below the
undersigned's signature(s). In the event that the "Special Issuance
Instructions" box or the "Special Delivery Instructions" box is, or both are,
completed, the undersigned hereby requests that any Private Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of, certificates for such Private Notes be delivered to, and Exchange
Notes issued in exchange for Private Notes pursuant to the Exchange Offer be
issued in the name(s) of, and be delivered to, the person(s) at the address(es)
so indicated, as applicable. The undersigned recognizes that the Company has no
obligation pursuant to the "Special Issuance Instructions" box or "Special
Delivery Instructions" box to transfer any Private Notes from the name of the
registered Holder(s) thereof if the Company does not accept for exchange any of
the principal amount of such Private Notes so tendered.
[ ] CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD PRIVATE NOTES IS
AN AFFILIATE OF THE COMPANY.
[ ] CHECK HERE IF YOU OR ANY BENEFICIAL OWNER FOR WHOM YOU HOLD PRIVATE NOTES
TENDERED HEREBY IS A BROKER-DEALER WHO ACQUIRED SUCH NOTES DIRECTLY FROM THE
COMPANY OR AN AFFILIATE OF THE COMPANY.
[ ] CHECK HERE AND COMPLETE THE LINES BELOW IF YOU OR ANY BENEFICIAL OWNER FOR
WHOM YOU HOLD PRIVATE NOTES TENDERED HEREBY IS A BROKER-DEALER WHO ACQUIRED
SUCH NOTES IN MARKET-MAKING OR OTHER TRADING ACTIVITIES. IF THIS BOX IS
CHECKED, THE COMPANY WILL SEND 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO TO YOU OR SUCH BENEFICIAL
OWNER AT THE ADDRESS SPECIFIED IN THE FOLLOWING LINES.
Name:
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Address:
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6
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Private Notes in a principal amount not tendered or
not accepted for exchange are to be issued in the name of, or Exchange Notes are
to be issued in the name of, someone other than the person(s) whose signature(s)
appear(s) within this Letter of Transmittal or issued to an address different
from that shown in the box entitled "Description of Private Notes" within this
Letter of Transmittal.
Issue: [ ] Private Notes
[ ] Exchange Notes
(check as applicable)
Name:
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(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
- ------------------------------------------------------
(ZIP CODE)
- ------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Private Notes in a principal amount not tendered or
not accepted for exchange or Exchange Notes are to be sent to someone other than
the person(s) whose signature(s) appear(s) within this Letter of Transmittal or
to an address different from that shown in the box entitled "Description of
Private Notes" within this Letter of Transmittal.
Issue: [ ] Private Notes
[ ] Exchange Notes
(check as applicable)
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
(ZIP CODE)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
7
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF PRIVATE NOTES
REGARDLESS OF WHETHER PRIVATE NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the registered Holder(s) exactly as
name(s) appear(s) on certificate(s) for Private Notes or, if tendered by a
participant in DTC, exactly as such participant's name appears on a security
position listing as owner of Private Notes, or by the person(s) authorized to
become registered Holder(s) by endorsements and documents transmitted herewith.
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 5.
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SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(SEE GUARANTEE REQUIREMENT BELOW)
Dated:
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Name(s):
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(PLEASE PRINT)
Capacity (Full Title):
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Address:
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(INCLUDING ZIP CODE)
Area Code and Telephone Number:
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Tax Identification or Social Security Number:
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(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
SIGNATURE GUARANTEE
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
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Name of Firm
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[PLACE SEAL HERE]
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Signature Guarantees. In the event that signatures on this letter of
transmittal or a notice of withdrawal are required to be guaranteed, the
guarantee must be made by an Eligible Institution. As used herein and in the
Prospectus, "Eligible Institution" means a firm or other entity identified in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as "an
eligible guarantor institution," including (as such terms are defined therein)
(1) a bank; (2) a broker, dealer, municipal securities broker or dealer or
government securities broker or dealer; (3) a credit union; (4) a national
securities exchange, registered securities association or clearing agency; or
(5) a savings association. Signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution unless the Private Notes surrendered
hereby are surrendered (i) by a registered Holder of Private Notes that has not
completed the box titled "Special Delivery Instructions" on this Letter of
Transmittal or (ii) for the account of an Eligible Institution. See Instruction
5.
2. Delivery of Letter of Transmittal and Private Notes. This Letter of
Transmittal is to be completed by Holders if (i) certificates representing
Private Notes are to be physically delivered to the Exchange Agent herewith by
such Holders; (ii) tender of Private Notes is to be made by book-entry transfer
to the Exchange Agent's account at DTC pursuant to the procedures set forth
under the caption "The Exchange Offer -- Book-Entry Transfer" in the Prospectus,
or (iii) tender of Private Notes is to be made according to the guaranteed
delivery procedures set forth under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus. All physically
delivered Private Notes, or a confirmation of a book-entry transfer into the
Exchange Agent's account at DTC of all Private Notes delivered electronically,
as well as a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof), any required signature guarantees and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at one of its addresses set forth on the cover page hereto on or
prior to the Expiration Date, or the tendering Holder must comply with the
guaranteed delivery procedures set forth below. DELIVERY OF DOCUMENTS TO DTC
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If a Holder desires to tender Private Notes pursuant to the Exchange Offer
and time will not permit this Letter of Transmittal, certificates representing
such Private Notes and all other required documents to reach the Exchange Agent,
or the procedures for book-entry transfer cannot be completed, on or prior to
the Expiration Date, such Holder must tender such Private Notes pursuant to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such
procedures:
(i) such tender must be made by or through an Eligible Institution,
(ii) prior to the Expiration Date, the Exchange Agent must receive
from such Eligible Institution a properly completed and duly executed
notice of guaranteed delivery, substantially in the form provided by the
Company (by facsimile transmission, mail or hand delivery), setting forth
the name and address of the Holder of Private Notes and the principal
amount of Private Notes tendered, stating that the tender is being made
thereby and guaranteeing that within five New York Stock Exchange ("NYSE")
trading days after the Expiration Date, this Letter of Transmittal (or
facsimile hereof), together with the certificate(s) for all physically
tendered Private Notes, 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
(iii) a properly executed Letter of Transmittal, as well as the
certificate(s) for all physically tendered Private Notes in proper form for
transfer or book-entry confirmation, as the case may be, and all other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent within five NYSE trading days after the Expiration Date.
Any Holder of Exchange Notes who wishes to tender his Exchange 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. The Exchange Agent will send a
notice of guaranteed delivery upon request if Private Notes are surrendered
according to the guaranteed delivery procedures set forth above.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE PRIVATE NOTES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION
AND RISK OF THE TENDERING HOLDER AND, EXCEPT AS OTHERWISE PROVIDED IN THIS
INSTRUCTION 2, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, IT
9
IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE
EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE.
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or a facsimile
thereof), waive any right to receive any notice of the acceptance of their
Private Notes for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the principal amount represented by Private Notes
should be listed on a separate signed schedule attached hereto.
4. Partial Tenders. (Not applicable to Holders who tender by book-entry
transfer). If Holders wish to tender less than the entire principal amount
evidenced by a Private Note submitted, such Holders must fill in the principal
amount that is to be tendered in the "Principal Amount Tendered" column of the
box entitled "Description of Private Notes" on page [3] of this Letter of
Transmittal. The minimum permitted tender is $1,000 in principal amount of
Private Notes. All other tenders must be in integral multiples of $1,000 in
principal amount. In the case of a partial tender of Private Notes, as soon as
practicable after the Expiration Date, new certificates for the remainder of the
Private Notes that were evidenced by such Holder's old certificates will be sent
to such Holder, unless otherwise provided in the appropriate box on this Letter
of Transmittal. The entire principal amount that is represented by Private Notes
delivered to the Exchange Agent will be deemed to have been tendered, unless
otherwise indicated.
5. Signatures on Letter of Transmittal, Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered
Holder(s) of the Private Notes tendered hereby, the signatures must correspond
exactly with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If this Letter of Transmittal
is signed by a participant in DTC whose name is shown as the owner of the
Private Notes tendered hereby, the signature must correspond with the name shown
on the security position listing as the owner of the Private Notes.
If any of the Private Notes tendered hereby are registered in the name of
two or more Holders, all such Holders must sign this Letter of Transmittal. If
any of the Private Notes tendered hereby are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or bond powers or any
Private Note or instrument of transfer is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation or
other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and proper evidence satisfactory to the Company
of such person's authority to so act must be submitted. Unless waived by the
Company, such person must submit with this Letter of Transmittal evidence
satisfactory to the Company of such person's authority to act in the particular
capacity.
When this Letter of Transmittal is signed by the registered Holder(s) of
the Private Notes listed herein and transmitted hereby, no endorsements of
Private Notes or separate instruments of transfer are required unless Exchange
Notes are to be issued, or Private Notes not tendered or exchanged are to be
issued, to a person other than the registered Holder(s), in which case
signatures on such Private Notes or instruments of transfer must be guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed other than by the registered Holder
of any Private Notes listed in this Letter of Transmittal, then such Private
Notes must be endorsed or accompanied by a properly completed bond power. The
bond power must authorize the party signing this Letter of Transmittal to tender
the Private Notes on behalf of the registered Holder and must be signed by the
registered Holder as the registered Holder's name appears on the Private Notes.
Signatures on such certificate(s) must be guaranteed by an Eligible Institution.
6. Special Issuance and Delivery Instructions. If certificates for
Exchange Notes or unexchanged or untendered Private Notes are to be issued in
the name of a person other than the signer of this Letter of Transmittal, or if
Exchange Notes or such Private Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
herein, the appropriate boxes on this Letter of Transmittal should be completed.
All Private Notes tendered by book-entry transfer and not accepted for payment
will be returned by crediting the account at DTC designated herein as the
account for which such Private Notes were delivered.
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7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Private Notes to it or its order pursuant to the
Exchange Offer. If, however, Exchange Notes and/or substitute Private 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 Private Notes tendered hereby, or if
tendered Private 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 Private Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the 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
directly to such tendering Holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE PRIVATE NOTES SPECIFIED IN THIS LETTER
OF TRANSMITTAL.
8. Waiver of Conditions. The conditions of the Exchange Offer may be
amended or waived by the Company in whole or in part at any time and from time
to time in the Company's sole discretion in the case of any Private Notes
tendered.
9. Substitute Form W-9. Each tendering owner of a Private Note (or other
payee) is required to provide the Exchange Agent with a correct taxpayer
identification number ("TIN"), generally the owner's social security or federal
employer identification number, and with certain other information, on
Substitute Form W-9, which is provided hereafter under "Important Tax
Information," and to certify that the owner (or other payee) is not subject to
backup withholding. Failure to provide the information on the Substitute Form
W-9 may subject the tendering owner (or other payee) to a $50 penalty imposed by
the Internal Revenue Service and 28% federal income tax withholding. The box in
Part 3 of the Substitute Form W-9 may be checked if the tendering owner (or
other payee) has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked and the
Exchange Agent is not provided with a TIN within 60 days of the date on the
Substitute Form W-9, the Exchange Agent will withhold 28% until a TIN is
provided to the Exchange Agent.
10. Broker-dealers Participating in the Exchange Offer. If no
broker-dealer checks the last box on page [7] of this Letter of Transmittal, the
Company has no obligation under the Registration Rights Agreement to allow the
use of the Prospectus for resales of the Exchange Notes by broker-dealers or to
maintain the effectiveness of the Registration Statement of which the Prospectus
is a part after the consummation of the Exchange Offer.
11. Irregularities. The Company will determine, in its sole discretion,
all questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Private Notes, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance of which, or exchange for which, may, in the view
of counsel to the Company, be unlawful. The Company also reserves the absolute
right, subject to applicable law, to waive any of the conditions of the Exchange
Offer set forth in the Prospectus under the caption "The Exchange Offer" or any
conditions or irregularity in any tender of Private Notes of any particular
Holder whether or not similar conditions or irregularities are waived in the
case of other Holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Private Notes will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. Although the Company intends to notify Holders of defects or
irregularities with respect to tenders of Private Notes, neither the Company,
any employees, agents, affiliates or assigns of the Company, the Exchange Agent,
nor any other person shall be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.
12. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Private Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Private Notes for exchange.
13. Mutilated, Lost, Stolen or Destroyed Private Notes. Any tendering
Holder whose Private Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated on the front of this Letter
of Transmittal for further instructions.
14. Requests for Assistance or Additional Copies. Any questions or
requests for assistance or additional copies of the Prospectus, this Letter of
Transmittal or the notice of guaranteed delivery may be directed to the Exchange
Agent at
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the telephone numbers and location listed on the cover page of this Letter of
Transmittal. A Holder or owner may also contact such Holder's or owner's broker,
dealer, commercial bank or trust company or nominee for assistance concerning
the Exchange Offer.
15. Incorporation of Letter of Transmittal. This Letter of Transmittal
shall be deemed to be incorporated in any tender of Private Notes by any DTC
participant effected through procedures established by DTC and, by virtue of
such tender, such participant shall be deemed to have acknowledged and accepted
this Letter of Transmittal on behalf of itself and the beneficial owners of any
Private Notes so tendered. By tendering Private Notes pursuant to book-entry
procedures established by DTC, the DTC participant agrees to be bound by the
terms of this Letter of Transmittal as if such participant had signed and
physically delivered such document to the Exchange Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER
WITH CERTIFICATES REPRESENTING THE PRIVATE NOTES AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, an owner of Private Notes whose tendered
Private Notes are accepted for exchange is required to provide the Exchange
Agent with such owner's current TIN on Substitute Form W-9 below. If such owner
is an individual, the TIN is his or her social security number. If the Exchange
Agent is not provided with the correct TIN, the owner or other recipient of
Exchange Notes may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, any interest on Exchange Notes paid to such owner or other
recipient may be subject to 28% backup withholding tax.
Certain owners of Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that owner must submit to the Exchange Agent a properly
completed Internal Revenue Service Forms W-8ECI, W-8BEN, W-8EXP or W-8IMY
(collectively, a "Form W-8"), signed under penalties of perjury attesting to
that individual's exempt status. Failure to provide the information required by
Form W-8 may subject the tendering owner (or other payee) to a $50 penalty
imposed by the Internal Revenue Service and 28% federal income tax withholding.
A Form W-8 can be obtained from the Exchange Agent.
Backup withholding is not an additional tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding the owner is required to notify the Exchange
Agent of the owner's current TIN (or the TIN of any other payee) by completing
the following form, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such owner is awaiting a TIN), and that (i) the owner is exempt
from withholding, (ii) the owner has not been notified by the Internal Revenue
Service that the owner is subject to backup withholding as a result of failure
to report all interest or dividends or (iii) the Internal Revenue Service has
notified the owner that the owner is no longer subject to backup withholding.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional instructions.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the owner of the Private
Notes. If the Private Notes are registered in more than one name or are not
registered in the name of the actual owner consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9", for
additional guidance on which number to report.
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<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------
PAYEE'S NAME:
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number(s)
FORM W-9 AT THE RIGHT AND CERTIFY BY SIGNING AND or
DATING BELOW. Employer Identification Number(s)
---------------------------------------
--------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
DEPARTMENT OF THE TREASURY PART 2 -- Certifications -- Under penalties of perjury, PART 3 --
INTERNAL REVENUE SERVICE I certify that: Awaiting TIN [ ]
PAYOR'S REQUEST FOR (1) The number shown on this form is my correct taxpayer
TAXPAYER IDENTIFICATION identification number (or I am waiting for a number
NUMBER ("TIN") to be issued to me) and
(2) I am not subject to backup withholding because: (a)
I am exempt from backup Number ("TIN") 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 a failure to report all
interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup
withholding.
(3) I am a U.S. person (including a U.S. resident
alien).
--------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because of
under-reporting interest or dividends on your tax return.
Signature: ------------------------------------------ Date: --------------------
- -------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28%.
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 SUBSTITUTE 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 (1) 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 (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days of the date
in this form, 28% of all reportable cash payments made to me will be withheld
until I provide a taxpayer identification number.
Signature: ------------------------------ Date: -------------------------
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