EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER 10% SENIOR SECURED NOTES DUE 2006, SERIES A
IN EXCHANGE FOR 10% SENIOR SECURED NOTES DUE 2006, SERIES B
OF
PLASTIC CONTAINERS, INC.
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1997,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 10% SENIOR SECURED
NOTES DUE 2006, SERIES A (THE "OLD NOTES") MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Offer is
UNITED STATES TRUST COMPANY OF NEW YORK
By Facsimile
By Mail: Transmission: By Hand:
United States Trust (212) 420-6152 United States Trust
Company Company
of New York Confirm by telephone: of New York
P.O. Box 844 111 Broadway
Cooper Station (800) 548-6565 Lower Level
New York, New York Corporate Trust Window
10276-0844 New York, New York
By Overnight Courier:
United States Trust Company
of New York
770 Broadway
New York, New York 10003
Attention: Corporate Trust
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR FACSIMILE NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
ALL CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS
GIVEN TO THEM IN THE PROSPECTUS DATED , 1997, RELATING TO THIS OFFER
(THE "PROSPECTUS").
This Letter of Transmittal is to be used by Holders of Old Notes if
certificates representing Old Notes are to be physically delivered to the
Depositary herewith by such Holders. This Letter of Transmittal will also be
deemed to have been executed and delivered with respect to all Old Notes
tendered in the Offer pursuant to the Automated Tender Offer Program of The
Depository Trust Company ("DTC"). Delivery of documents to DTC does not
constitute delivery to the Exchange Agent.
Your bank or broker can assist you in completing this Letter of Transmittal.
The instructions included herein must be followed. Questions and requests for
assistance may be directed to the Exchange Agent at its address and telephone
number given in Instruction 9 to this Letter of Transmittal. Requests for
copies of the Prospectus, this Letter of Transmittal or other documents may be
directed to the Exchange Agent, and copies will be furnished promptly at the
expense of Plastic Containers, Inc.
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, list the certificate numbers and principal
amounts on a separately executed schedule and affix the schedule to this
Letter of Transmittal. Tenders of Old Notes will be accepted only in principal
amounts equal to $1,000 or an integral multiple thereof.
DESCRIPTION OF NOTES
- -------------------------------------------------------------------------------
NAME(S) AND
ADDRESS(ES)
OF
HOLDER(S) AGGREGATE
(PLEASE PRINCIPAL PRINCIPAL
FILL IN IF CERTIFICATE AMOUNT AMOUNT
BLANK) NUMBERS* REPRESENTED** TENDERED
- ------------------------------------------------------
------------
------------
------------
------------
TOTAL PRINCI-
PAL AMOUNT OF
NOTES
- -------------------------------------------------------------------------------
* Need not be completed by holders tendering by book-entry transfer (see
below).
** Unless otherwise indicated in the column labeled "Principal Amount
Tendered," and subject to the terms and conditions of the Prospectus, a
holder will be deemed to have tendered the entire aggregate principal
amount represented by the Old Notes indicated in the column labeled
"Aggregate Principal Amount Represented." See Instruction 2.
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Prospectus
dated , 1997 (the "Prospectus") of Plastic Containers, Inc., a Delaware
corporation (the "Company"), (which Prospectus, together with this Letter of
Transmittal and the instructions hereto, constitutes the "Offer") offering to
exchange $1,000 principal amount of the Company's 10% Senior Secured Notes due
2006, Series B (the "New Notes") for each $1,000 principal amount of the
Company's 10% Senior Secured Notes due 2006, Series A (the "Old Notes"). Upon
the terms and subject to the conditions of the Offer, the undersigned hereby
tenders to the Company the principal amount of Old Notes indicated in the box
above.
Subject to and effective upon the acceptance for exchange of Old Notes
tendered hereby, by executing and delivering this Letter of Transmittal, the
undersigned (i) irrevocably sells, assigns and transfers to or upon the order
of the Company all rights, title and interest in and to all the Old Notes
tendered hereby, and (ii) irrevocably constitutes and appoints the Exchange
Agent the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Exchange Agent also acts as agent of the Company) with
respect to such tendered Old Notes, with full power of substitution and
resubstitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (a) deliver certificates representing such Old
Notes, or transfer ownership of such Old Notes on the account books maintained
by DTC, together, in any such case, with all accompanying evidences of
transfer and authenticity, to or upon the order of the Company, (b) present
such Old Notes for transfer on the register for the Old Notes, and (c) receive
all benefits or otherwise exercise all rights of beneficial ownership of such
Old Notes, all in accordance with the terms of the Offer.
For purposes of the Offer, the undersigned understands that the Company will
be deemed to have accepted for exchange all validly tendered Old Notes (or
defectively tendered Old Notes with respect to which the Company has waived
such defect) if, as and when the Company gives oral or written notice thereof
to the Exchange Agent.
The undersigned understands that tenders of Old Notes may be withdrawn by
written notice of withdrawal received by the Exchange Agent at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. See Instruction 1 to
this Letter of Transmittal. In the event of a termination of the Offer, the
Old Notes tendered pursuant to the Offer will be returned to the tendering
Holder promptly. Tenders of Old Notes may also be withdrawn if the Offer is
terminated without any Old Notes being purchased thereunder or as otherwise
provided in the Prospectus. In the event of a termination of the Offer, the
Old Notes tendered pursuant to the Offer will be returned to the tendering
Holder promptly.
The undersigned acknowledges that the Offer is being made in reliance upon
interpretive advice given by the staff of the Securities and Exchange
Commission (the "SEC") in connection with transactions similar to the Offer,
so that the New Notes issued pursuant to the Offer in exchange for the Old
Notes may in general be offered for resale, resold and otherwise transferred
by holders thereof 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 such holders
have no arrangement with any person to participate in the distribution of such
New Notes. See, e.g., Morgan Stanley & Co. Incorporated (SEC No-Action Letter,
June 5, 1991), Exxon Capital Holdings Corporation (SEC No-Action Letter, April
13, 1988), and Shearman & Sterling (SEC No-Action Letter, July 2, 1993). The
undersigned understands that if the undersigned were to be participating in
the Offer for the purposes of distributing securities in a manner not
permitted by the interpretive advice described in the preceding sentence, the
undersigned (i) could not rely on the position of the staff of the SEC
enunciated in such no-action letters and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction.
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The undersigned understands and agrees that the Company reserves the right
not to accept tendered Old Notes from any tendering holder if the Company
determines, in its sole and absolute discretion, that such acceptance could
result in a violation of applicable securities laws.
The undersigned represents that (i) the New Notes acquired pursuant to the
Offer are being obtained in the ordinary course of business of the persons
receiving New Notes (which shall be the undersigned unless otherwise indicated
in the box entitled "Special Issuance Instructions" below) (the "Recipient"),
(ii) neither the undersigned nor the Recipient (if different) has any
arrangement with any person to participate in the distribution of such New
Notes, and (iii) neither the undersigned nor the Recipient (if different) is
an "affiliate" of the Company as defined in Rule 405 under the Securities Act.
The undersigned further represents that it is not engaged in, and does not
intend to engage in, a distribution of the New Notes. If the undersigned is a
broker-dealer, the undersigned further (x) represents that it acquired Old
Notes for the undersigned's own account as a result of market-making
activities or other trading activities, (y) represents that it has not entered
into any arrangement or understanding with the Company or any "affiliate" of
the Company (within the meaning of Rule 405 under the Securities Act) to
distribute the New Notes to be received in the Offer, and (z) acknowledges
that it will deliver a prospectus meeting the requirements of the Securities
Act (for which purposes delivery of the Prospectus, as the same may be
hereafter supplemented or amended, shall be sufficient) in connection with the
resale of New Notes received in the Offer. Such a broker-dealer will not be
deemed, solely by reason of such acknowledgment and prospectus delivery, to be
admitting that it is an "underwriter" within the meaning of the Securities
Act.
The undersigned understands and acknowledges that the Company reserves the
right in its sole discretion to purchase or make offers for any Old Notes that
remain outstanding subsequent to the Expiration Date or, as set forth in the
Prospectus under the caption "The Exchange Offer--Condition to the Exchange
Offer," to terminate the Offer and, to the extent permitted by applicable law,
purchase Old Notes in the open market, in privately negotiated transactions or
otherwise. The terms of any such purchases or offers could differ from the
terms of the Offer.
The undersigned hereby represents and warrants that the undersigned accepts
the terms and conditions of the Offer and has full power and authority to
tender, exchange, assign and transfer the Old Notes tendered hereby, and that
when the same are accepted for exchange by the Company, the Company will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the sale, assignment and transfer of Old Notes tendered
hereby.
The undersigned agrees that all authority conferred or agreed to be
conferred by this Letter of Transmittal and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned.
The undersigned understands that tenders of the Old Notes pursuant to any
one of the procedures described in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering" and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company in
accordance with the terms and subject to the conditions of the Offer.
The undersigned understands that the first interest payment following the
Expiration Date will include interest on the Old Notes accrued through the
Expiration Date, which will be the date of issuance of the New Notes.
The undersigned understands that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept for purchase any of
the Old Notes tendered (including any Old Notes tendered after the Expiration
Date). Any Old Notes not accepted for purchase will be returned promptly to
the undersigned at the address set forth above, unless otherwise indicated
herein under "Special Delivery Instructions" below.
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The undersigned understands that the delivery and surrender of the Notes
will not be effective, and the risk of loss of the Old Notes does not pass to
the Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or a facsimile hereof, properly completed and duly executed,
together with all accompanying evidences of authority, the certificates
evidencing the Old Notes being delivered (if any), and any other required
documents in form satisfactory to the Company. All questions as to form of all
documents and the validity (including time of receipt) and acceptance of
tenders and withdrawals of Old Notes will be determined by the Company in its
sole discretion, which determination shall be final and binding.
Unless otherwise indicated herein under "Special Issuance Instructions," the
undersigned hereby requests that any New Notes issued to the undersigned in
the Offer, and any Old Notes representing principal amounts not tendered or
not accepted for exchange, be issued in the name(s) of the undersigned.
Similarly, unless otherwise indicated herein under "Special Delivery
Instructions," the undersigned hereby requests that any New Notes issued to
the undersigned in the Offer, and any Old Notes representing principal amounts
not tendered or not accepted for purchase, be delivered to the undersigned at
the address(es) shown above. The undersigned recognizes that the Company has
no obligation pursuant to the "Special Issuance Instructions" box or "Special
Delivery Instructions" box to transfer any Old Notes from the name of the
holder(s) thereof if the Company does not accept for exchange any of the
principal amount of such Old Notes so tendered.
5
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES)
This Letter of Transmittal must be signed by the Holder(s) of Old Notes
tendered herewith exactly as their name(s) appear(s) on certificate(s) for
such Old Notes, or by person(s) authorized to become Holder(s) by
endorsements and documents transmitted with this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below under
"Capacity" and submit evidence satisfactory to the Company of such person's
authority so to act. See Instruction 3 below.
If the signature appearing below is not of the Holder(s) of the Notes,
then this Letter of Transmittal must be delivered with a valid proxy of the
Holder(s).
X............................................................................
X............................................................................
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Date: ................................................................ , 1997
Name(s): ....................................................................
(PLEASE TYPE OR PRINT)
Capacity: ...................................................................
Address: ....................................................................
.............................................................................
(INCLUDING ZIP CODE)
Area Code and Telephone No.: ................................................
MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
.............................................................................
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
.............................................................................
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
INSTITUTION FIRM)
.............................................................................
(AUTHORIZED SIGNATURE)
.............................................................................
(PRINTED NAME)
.............................................................................
(TITLE)
Dated: ............................................................... , 1997
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 3, 4 AND 5) (SEE INSTRUCTIONS 2, 3, 4 AND 5)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cates for New Notes, or for Old cates for New Notes, or for Old
Notes in a principal amount not Notes in a principal amount not
tendered or not accepted for ex- tendered or not accepted for ex-
change, are to be issued in the change, are to be sent to someone
name of someone other than the per- other than the person or persons
son or persons whose signature(s) whose signature(s) appear(s) on
appear(s) on this Letter of Trans- this Letter of Transmittal, or to
mittal. an address different from that
shown in the box entitled "Descrip-
tion of Notes" in this Letter of
Transmittal.
Issue: [_] New Notes to:
[_] Old Notes to:
(check as applicable)
Deliver: [_] New Notes to:
Name: ______________________________ [_] Old Notes to:
(PLEASE TYPE OR PRINT) (check as applicable)
_______________________________ Name: ______________________________
(PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT)
Address: ___________________________ Address: ___________________________
____________________________________ ____________________________________
(ZIP CODE) (ZIP CODE)
____________________________________
(TAX IDENTIFICATION OR SOCIAL
SECURITY NUMBER)
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES;
BOOK-ENTRY CONFIRMATIONS; WITHDRAWAL OF TENDERS. For a holder validly to
tender Old Notes pursuant to the Offer, a confirmation of any book-entry
transfer into the Exchange Agent's account with DTC of Notes tendered
electronically, or physical delivery of certificates for Old Notes, as well as
a properly completed and duly executed copy or facsimile of this Letter of
Transmittal, together with any 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 at the head of this Letter of
Transmittal, prior to 5:00 p.m., New York City time, on the Expiration Date.
Tenders of Old Notes pursuant to the Offer will be accepted prior to the time
and in the manner described in the preceding sentence and otherwise in
compliance with this Letter of Transmittal. No provision has been made for the
delayed guaranteed delivery of Old Note certificates. The method of delivery
of this Letter of Transmittal, certificates representing Old Notes and all
other required documents to the Exchange Agent is at the election and risk of
holders. If such delivery is by mail, it is suggested that holders use
properly insured registered mail, return receipt requested, and that the
mailing be made sufficiently in advance of the expiration of the Offer to
permit delivery to the Exchange Agent prior thereto. Except as otherwise
provided below, the delivery will be deemed made when actually received or
confirmed by the Exchange Agent. This Letter of Transmittal and Old Notes
should be sent only to the Exchange Agent, not to the Company.
Tenders of Old Notes may be withdrawn by written notice of withdrawal
received by the Exchange Agent by mail, hand delivery or facsimile
transmission. Notice of withdrawal of tendered Old Notes, to be effective,
must (i) be received by the Exchange Agent, at one of its addresses set forth
at the head of this Letter of Transmittal, prior to 5:00 p.m., New York City
time, on the Expiration Date, (ii) specify the name of the holder of the Old
Notes to be withdrawn, (iii) contain a description of the Old Notes to be
withdrawn, the certificate numbers shown on the particular certificates
representing such Old Notes, and the aggregate principal amounts
7
represented by such Old Notes, and (iv) be signed by the holder of such Old
Notes in the same manner as the original signature on the Letter of
Transmittal (including any required signature guarantees), or be accompanied
by documents of transfer sufficient to have the Trustee register the transfer
of the Old Notes into the name of the persons withdrawing such Old Notes. The
signature(s) on the notice of withdrawal of any tendered Old Notes must be
guaranteed by an Eligible Institution unless such Old Notes were tendered for
the account of an Eligible Institution. If the Old Notes to be withdrawn have
been delivered or otherwise identified to the Exchange Agent, a signed notice
of withdrawal is effective immediately upon receipt by the Exchange Agent of
written or facsimile transmission of the notice of withdrawal even if physical
release is not yet effected.
2. PARTIAL TENDERS AND CONSENTS. Tenders of Old Notes pursuant to the Offer
will be accepted only in principal amounts equal to $1,000 or an integral
multiple thereof. If less than the entire principal amount of any Old Notes
evidenced by a submitted certificate is tendered, the tendering Holder must
fill in the principal amount tendered in the last column of the box entitled
"Description of Notes" herein. The entire principal amount represented by the
certificates for all Old Notes delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated. The entire principal amount
of all Old Notes not tendered or not accepted for purchase will be sent to the
person(s) signing this Letter of Transmittal unless otherwise provided in the
appropriate box on this Letter of Transmittal (see Instruction 4), promptly
after the Old Notes are accepted for purchase.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. The signature(s) of the holder(s) on this Letter of
Transmittal must correspond 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 the DTC system whose
name is shown as the owner of the Old Notes tendered hereby, the signature
must correspond with the name shown on the security position listing as the
owner of the Old Notes.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS NOT
THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID BOND POWER
AND PROXY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER MEDALLION GUARANTEED
BY A RECOGNIZED MEMBER OF THE MEDALLION SIGNATURE GUARANTEE PROGRAM OR OTHER
SIMILAR PROGRAM HEREIN REFERRED TO AS AN "ELIGIBLE INSTITUTION."
If any of the Old Notes tendered hereby are registered in the name of two or
more holders, all such holders must sign this Letter of Transmittal. If any
tendered Old Notes are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal and any necessary accompanying documents as there
are different names in which certificates are held.
If this Letter of Transmittal is signed by a registered holder of Old Notes,
and certificates for any principal amount of New Notes, or Old Notes not
tendered or not accepted for exchange, are to be issued, reissued or returned
to such holder, then the holder need not endorse any certificates for tendered
Old Notes nor provide a separate bond power. In any other case (including if
this Letter of Transmittal is not signed by a registered holder), the
registered holder(s) must either properly endorse the certificates for Old
Notes tendered or transmit a separate properly completed bond power with this
Letter of Transmittal (in either case, executed exactly as the name(s) of the
holder(s) appear(s) on such Old Notes) with the signature on the endorsement
or bond power guaranteed by an Eligible Institution, unless such certificates
or bond powers are executed by an Eligible Institution.
If this Letter of Transmittal or any certificates for Old Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Company of their authority so to act must
be submitted with this Letter of Transmittal.
8
Endorsements on certificates for Old Notes, and signatures on bond powers,
proxies and Consents provided in accordance with this Instruction 3 by holders
not executing this Letter of Transmittal, must be guaranteed by an Eligible
Institution.
Signatures on this Letter of Transmittal need not be guaranteed if the Old
Notes tendered thereby are tendered (i) by the registered holder thereof,
unless such holder has completed the box entitled "Special Delivery
Instructions" in this Letter of Transmittal, or (ii) for the account of an
Eligible Institution that is a participant in the Security Transfer Agents
Medallion Program or the Stock Exchange Medallion Program (generally a member
of a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office in the United States). In all other cases, all signatures on
these Letters of Transmittal accompanying Old Notes must be guaranteed by an
Eligible Institution.
4. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering Holders
should indicate in the applicable box or boxes the name and address to which
New Notes, or Old Notes in principal amounts not tendered or not accepted for
exchange, are to be issued or sent, if different from the name and address of
the holder signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification number of the person named must
also be indicated. If no instructions are given, Old Notes not tendered or not
accepted for exchange will be returned to the Holder of the Old Notes
tendered. Any such Old Notes tendered by book-entry transfer and not accepted
for purchase will be returned by crediting the account at DTC of such holder.
5. TRANSFER TAXES. The Company will pay all transfer taxes applicable to the
exchange and transfer of Old Notes for New Notes pursuant to the Offer, unless
the box entitled "Special Issuance Instructions" above has been completed.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
6. IRREGULARITIES. All questions as to the form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Old 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 or all tenders of Old Notes that are not in proper form or
the acceptance of which would, in the Company's opinion, be unlawful. The
Company also reserves the right to waive any defects, irregularities or
conditions of tender as to particular Old Notes. The Company's interpretation
of the terms and conditions of the Offer (including the instructions in this
Letter of Transmittal) will be final and binding. Any defect or irregularity
in connection with tenders of Old Notes or accompanying deliveries of Consents
must be cured within such reasonable time as the Company determines, unless
waived by the Company. Tenders of Old Notes shall not be deemed to have been
made until all defects or irregularities have been waived by the Company or
cured. None of the Company, the Exchange Agent or another person will be under
any duty to give notice of any defects or irregularities in tenders of Old
Notes, or will incur any liability to holders for failure to give any such
notice.
7. WAIVER OF CONDITIONS. The Company expressly reserves the absolute right,
in its sole discretion, to amend or waive any of the conditions to the Offer,
in whole or in part, at any time and from time to time.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR OLD NOTES. Any
holder whose certificates for Old Notes have been mutilated, lost, stolen or
destroyed should write or telephone the Exchange Agent at the address or
telephone number set forth in Instruction 9 below.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance may be directed to the Customer Service Department at United States
Trust Company of New York, the Exchange Agent, 770 Broadway, New York, New
York 10003, Telephone 1-800-548-6565. Requests for copies of the Prospectus,
this Letter of Transmittal or other documents may also be directed to the
Exchange Agent, and copies will be furnished promptly at the Company's
expense.
9