EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
With Respect to Tender of
Unregistered 8.50% Senior Secured Notes Due 2008
In Exchange For
8.50% Senior Secured Notes Due 2008
of
Hanover Equipment Trust 2001A
payable from lease obligations of and guaranteed by
Hanover Compression Limited Partnership
which lease obligations and notes are guaranteed by
Hanover Compressor Company
Pursuant to the Prospectus dated , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM
TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
The Exchange Agent is:
WILMINGTON TRUST FSB
By Registered or By Facsimile: By Hand or Overnight
Certified Mail: Courier:
(302) 636-4145
Corporate Trust Reorg Corporate Trust Reorg
Services Confirm by Telephone: Services
Wilmington Trust FSB Wilmington Trust FSB
As Exchange Agent (302) 636-6472 As Exchange Agent
Mail Drop 1615 Rodney Square North
P.O. Box 8861 1100 North Market Street
Wilmington, DE 19899-8861 Wilmington, DE 19890-1615
Re: Hanover Equipment Re: Hanover Equipment
Trust 2001A Trust 2001A
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE
WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the prospectus (the
"Prospectus") dated , 2002, of Hanover Equipment Trust 2001A, a special
purpose Delaware business trust (the "Issuer"), Hanover Compression Limited
Partnership, a Delaware limited partnership ("HCLP"), and Hanover Compressor
Company, a Delaware corporation ("Hanover"), and this Letter of Transmittal
(the "Letter of Transmittal"), which together constitute the Issuer's offer
(the "Exchange Offer") to exchange any and all of the Issuer's outstanding
unregistered 8.50% Senior Secured Notes due 2008 (the "Old Notes") for
$300,000,000 principal amount of the
Issuer's 8.50% Senior Secured Notes due 2008 (the "New Notes") that have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
which New Notes are payable from lease obligations of and guaranteed by HCLP,
which lease obligations and New Notes are guaranteed by Hanover. Recipients of
the Prospectus should read the requirements described in the Prospectus with
respect to eligibility to participate in the Exchange Offer. Capitalized terms
used but not defined herein have the meaning given to them in the Prospectus.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY
BOX BELOW.
This Letter of Transmittal is to be used by a holder of Old Notes (i) if
certificates representing tendered Old Notes are to be forwarded herewith, or
(ii) if a tender is made pursuant to the guaranteed delivery procedures in the
section of the Prospectus entitled "The Exchange Offer-Procedures for
Tendering."
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through DTC's Automated Tender Offer
Program for which the Exchange Offer will be eligible. DTC participants that
are accepting the Exchange Offer must transmit their acceptance to DTC, which
will 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 forming part of a
book-entry transfer in which the participant agrees to be bound by the terms of
the Letter of Transmittal (an "Agent's Message") to the Exchange Agent for its
acceptance. Transmission 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.
In order to properly complete this Letter of Transmittal, a holder of Old
Notes must (i) complete the box entitled, "Description of Old Notes Tendered,"
(ii) if appropriate, check and complete the boxes relating to book-entry
transfer, guaranteed delivery, Special Issuance Instructions and Special
Delivery Instructions, (iii) sign the Letter of Transmittal by completing the
box entitled "Sign Here to Tender Your Old Notes in the Exchange Offer," and
(iv) complete the Substitute Form W-9. Each holder of Old Notes should
carefully read the detailed instructions below prior to completing the Letter
of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange and
whose Old Notes are not immediately available or who cannot deliver their Old
Notes, this Letter of Transmittal and all other documents required hereby to
the Exchange Agent or complete the procedures for book-entry transfer on or
prior to the Expiration Date, must tender the Old Notes pursuant to the
guaranteed delivery procedures set forth in the section of the Prospectus
entitled "The Exchange Offer-Procedures for Tendering." See Instruction 2.
Delivery of documents to DTC does not constitute delivery to the Exchange
Agent. To ensure participation in the Exchange Offer, Old Notes must be
properly tendered prior to the Expiration Date.
Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in the box below entitled "Description of Old
Notes Tendered," and sign the box below entitled "Sign Here to Tender Your Old
Notes in the Exchange Offer." If only those columns are completed, such holder
of Old Notes will have tendered for exchange all Old Notes listed in column (3)
below. If the holder of Old Notes wishes to tender for exchange less than all
of such Old Notes, column (4) must be completed in full. In such case, such
holder of Old Notes should refer to Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided in
the Prospectus. During any such extension of the Exchange Offer, all Old Notes
previously tendered and not withdrawn pursuant to the Exchange Offer will
remain subject to such Exchange Offer. The Exchange Offer is scheduled to
expire at 5:00 p.m., New York City time, on , 2002, unless extended by the
Issuer.
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The undersigned hereby tenders to Hanover Equipment Trust 2001A for exchange
the Old Notes described in the box entitled "Description of Old Notes Tendered"
below pursuant to the terms and conditions described in the Prospectus and this
Letter of Transmittal.
DESCRIPTION OF OLD NOTES TENDERED
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(1) (2) (3) (4)
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Aggregate
Principal
Name(s) and Address(es) of Amount Principal Amount
registered holder(s) Certificate Represented by Tendered for
(Please fill in, if blank) Number(s) Certificate(s)(A) Exchange (B)
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- -----------------------------------------------------------------------------------------------
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- -----------------------------------------------------------------------------------------------
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Total Principal
Amount Tendered
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(A) Unless otherwise indicated in this column, any tendering holder will be deemed to have
tendered the entire principal amount represented by the Old Notes indicated in the column
labeled "Aggregate Principal Amount Represented by Certificate(s)." See Instruction 5.
(B) The minimum permitted tender is $1,000 in principal amount of Old Notes. All other tenders
must be integral multiples of $1,000.
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[_] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) ___________________________________________
Window Ticket Number (if any) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery ________________________
Name of Institution that guaranteed delivery ______________________________
If delivered by Book-Entry Transfer:
Name of Tendering Institution ________________________________________
DTC Account Number ___________________________________________________
Transaction Code Number ______________________________________________
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution _____________________________________________
DTC Account Number ________________________________________________________
Transaction Code Number ___________________________________________________
[_] CHECK HERE 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: __________________________________________________________________
Only registered holders are entitled to tender their Old Notes for exchange
in the Exchange Offer. Any financial institution that is a participant in DTC's
system and whose name appears on a security position listing as the record
owner of the Old Notes and who wishes to make book-entry delivery of Old Notes
as described above must complete and execute a participant's letter (which will
be distributed to participants by DTC) instructing DTC's nominee to tender such
Old Notes for exchange. Persons who are beneficial owners of Old Notes but are
not registered holders and who seek to tender Old Notes should (i) contact the
registered holder of such Old Notes and instruct such registered holder to
tender on his or her behalf, (ii) obtain and include with this Letter of
Transmittal, Old Notes properly endorsed for transfer by the registered holder
or accompanied by a properly completed bond power from the registered holder,
with signatures on the endorsement or bond power guaranteed by an Eligible
Institution, or (iii) effect a record transfer of such Old Notes from the
registered holder to such beneficial owner and comply with the requirements
applicable to registered holders for tendering Old Notes prior to the
Expiration Date. See the section of the Prospectus entitled "The Exchange
Offer-Procedures for Tendering."
SIGNATURES MUST BE PROVIDED HEREIN.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Hanover Equipment Trust 2001A for exchange the
Old Notes indicated above. Subject to, and effective upon, acceptance for
purchase of the Old Notes tendered herewith, the undersigned hereby sells,
assigns, transfers and exchanges to the Issuer all right, title and interest in
and to all such Old Notes tendered for exchange 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 agent of the Issuer) with respect to such 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 each such
case, with all accompanying evidences of transfer and authenticity to the
Issuer, (b) present and deliver such Old Notes for transfer on the books of the
Issuer, and (c) receive all benefits or otherwise exercise all rights and
incidents of beneficial ownership of such Old Notes, all in accordance with the
terms of the Exchange Offer.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the Old Notes and to acquire New Notes
issuable upon the exchange of such tendered Old Notes, and that, when the same
are accepted for exchange, the Issuer will acquire good and unencumbered title
to the tendered Old Notes, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned also
warrants that it 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 tendered Old
Notes or transfer ownership of such Old Notes on the account books maintained
by the book-entry transfer facility. The undersigned further agrees that
acceptance of any and all validly tendered Old Notes by the Issuer and the
issuance of New Notes in exchange therefor shall constitute performance in full
by the Issuer, HCLP and Hanover of their respective obligations under the
Exchange and Registration Rights Agreement.
By tendering, each holder of Old Notes represents that the New Notes
acquired in the exchange will be obtained in the ordinary course of such
holder's business, that such holder has no arrangement with any person to
participate in the distribution of the New Notes, that such holder is not an
"affiliate" of the Issuer, HCLP or Hanover within the meaning of Rule 405 under
the Securities Act and that such holder is not engaged in, and does not intend
to engage in, a distribution of the New Notes. Any holder of Old Notes who is
an affiliate of the Issuer, HCLP or Hanover or who tenders Old Notes in the
Exchange Offer for the purpose of participating in a distribution of the New
Notes cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") enunciated in its series of interpretive
"no-action" letters with respect to exchange offers and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction.
If 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 New
Notes. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges 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.
All authority conferred or agreed to be conferred pursuant to 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 personal and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. Old Notes properly tendered may be withdrawn at any time prior to
the Expiration Date in accordance with the terms of this Letter of Transmittal.
The Exchange Offer is subject to certain conditions, each of which may be
waived or modified by the Issuer, in whole or in part, at any time and from
time to time, as described in the Prospectus under the caption
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"The Exchange Offer-Conditions to the Exchange Offer." The undersigned
recognizes that as a result of such conditions the Issuer may not be required
to accept for exchange, or to issue New Notes in exchange for, any of the Old
Notes properly tendered hereby. In such event, the tendered Old Notes not
accepted for exchange will be returned to the undersigned without cost to the
undersigned at the address shown below the undersigned's signature(s) unless
otherwise indicated under "Special Issuance Instructions" below.
Unless otherwise indicated under "Special Issuance Instructions" below,
please return any certificates representing Old Notes not tendered or not
accepted for exchange in the name(s) of the holder(s) appearing under
"Description of Old Notes Tendered." Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail any certificates
representing Old Notes not tendered or not accepted for exchange (and
accompanying documents, as appropriate) to the address(es) of the holder(s)
appearing under "Description of Old Notes Tendered." In the event that both the
"Special Issuance Instructions" and the "Special Delivery Instructions" are
completed, please issue the certificates representing the New Notes issued in
exchange for the Old Notes accepted for exchange in the name(s) of, and return
any Old Notes not tendered or not accepted for exchange to, the person or
persons so indicated. Unless otherwise indicated under "Special Issuance
Instructions," in the case of a book-entry delivery of Old Notes, please credit
the account maintained at DTC with any Old Notes not tendered or not accepted
for exchange. The undersigned recognizes that the Issuer does not have any
obligation pursuant to the Special Issuance Instructions to transfer any Old
Notes from the name of the holder thereof if the Issuer does not accept for
exchange any of the Old Notes so tendered or if such transfer would not be in
compliance with any transfer restrictions applicable to such Old Notes.
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SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 and 8)
To be completed ONLY if the (i) New Notes issued for Old Notes, certificates
for Old Notes in a principal amount not exchanged for New Notes, or Old Notes
(if any) not tendered for exchange are to be issued in the name of someone
other than the undersigned, or (ii) Old Notes tendered by book-entry transfer
which are not exchanged are to be returned by credit to an account maintained
at DTC other than the account indicated above.
Issue to:
Name: _________________________________________________________________________
(Please Print)
Address: ______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
Credit Old Notes not exchanged and delivered by book-entry transfer to the
DTC account set forth below:
_______________________________________________________________________________
(Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY if the New Notes issued for Old Notes, certificates for
Old Notes in a principal amount not exchanged for New Notes, or Old Notes (if
any) not tendered for exchange are to be sent to someone other than the
undersigned or to the undersigned at an address other than that shown above.
Mail to:
Name: _________________________________________________________________________
(Please Print)
Address: ______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
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SIGN HERE TO TENDER YOUR OLD NOTES IN THE EXCHANGE OFFER
____________________________________________________________________________
____________________________________________________________________________
Signature(s) of holder(s) of Old Notes
Dated: _____________________________________________________________________
(Must be signed by the registered holder(s) of Old Notes exactly as
name(s) appear(s) on certificate(s) representing the Old Notes or on a
security position listing or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith. If signature
is by attorney-in-fact, executor, administrator, trustee, guardian, officer
of a corporation or other person acting in a fiduciary or representative
capacity, please provide the following information and see Instruction 6.)
Capacity (Full Title) ______________________________________________________
Name(s) ____________________________________________________________________
(Please Type or Print)
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _____________________________________________
Tax Identification or Social Security No. __________________________________
GUARANTEE OF SIGNATURE(S)
(If required--see Instructions 1 and 6)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(Please Type or Print)
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number _____________________________________________
Dated: _____________________________________________________________________
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL
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PAYOR'S NAME: WILMINGTON TRUST FSB
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN TIN
Form W-9 THE BOX AT RIGHT AND CERTIFY BY (Social Security Number or
SIGNING AND DATING BELOW. Employer Identification Number)
Department of the
Treasury
Internal Revenue Service
Payer's Request for Taxpayer
Identification Number
("TIN") and Certification
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Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE
"EXEMPT" HERE
(SEE INSTRUCTIONS)
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Part 3--CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1)The number shown on this form is my correct TIN (or I am waiting for a number to be
issued to me), and
(2)I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service (the "IRS") that
I am subject to backup withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding, and
(3)I am a U.S. person (including a U.S. resident alien).
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THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO
ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
REQUIRED TO AVOID BACK-UP WITHHOLDING
SIGNATURE DATE
NAME ADDRESS
You must cross out item (2) of Part 3 above if you have been notified by the
IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN
PART 1 OF THE 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 that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administrative Office (or I intend to mail
or deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the Payor within 60 days, the
Payor is required to withhold up to 31 percent of all payments made to me
thereafter until I provide a number.
Signature_____________________________ Date___________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF UP TO 31 PERCENT OF ANY PAYMENTS. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Guarantee of Signatures. Signatures on this Letter of Transmittal need
not be guaranteed if the Old Notes tendered hereby are tendered (a) by the
registered holder(s) of Old Notes thereof, unless such holder has completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above, or (b) to the account of an Eligible
Institution.
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. Persons who are beneficial owners of Old
Notes but are not the registered holder(s) and who seek to tender Old Notes for
exchange should (i) contact the registered holder(s) of such Old Notes and
instruct such registered holder(s) to tender on such beneficial owner's behalf,
(ii) obtain and include with this Letter of Transmittal, Old Notes properly
endorsed for transfer by the registered holder(s) or accompanied by a properly
completed bond power from the registered holder(s) with signatures on the
endorsement or bond power guaranteed by an Eligible Institution, or (iii)
effect a record transfer of such Old Notes from the registered holder(s) to
such beneficial owner and comply with the requirements applicable to registered
holder(s) for tendering Old Notes for exchange prior to the Expiration Date.
See Instruction 6.
2. Delivery of this Letter of Transmittal and Certificates for Old Notes or
Book-Entry Confirmations; Guaranteed Delivery Procedures. This Letter of
Transmittal is to be completed by registered holder(s) if certificates
representing Old Notes are to be forwarded herewith. All physically delivered
Old Notes, as well as a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) and any other required
documents, must be received by the Exchange Agent at its address set forth on
the cover of this Letter of Transmittal prior to the Expiration Date or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Delivery of the documents to DTC does not constitute delivery to the
Exchange Agent.
The method of delivery of this Letter of Transmittal, Old Notes and all
other required documents to the Exchange Agent is at the election and risk of
the holder thereof. If such delivery is by mail, it is suggested that holders
use properly insured registered mail, return receipt requested, and that the
mailing be sufficiently in advance of the Expiration Date to permit delivery to
the Exchange Agent prior to such date. 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 tendered for exchange
should be sent only to the Exchange Agent, not to the Issuer, HCLP or Hanover.
A holder who desires to tender Old Notes for exchange and who cannot comply
with the procedures set forth herein for tender on a timely basis or whose Old
Notes are not immediately available must comply with the guaranteed delivery
procedures described below.
If holders desire to tender Old Notes for exchange pursuant to the Exchange
Offer and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing Old Notes or other required documents to reach the
Exchange Agent prior to the Expiration Date, or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
holder may effect a tender of Old Notes for exchange in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering."
Pursuant to the guaranteed delivery procedures:
(a) such tender must be made by or through an Eligible Institution
(defined as a bank, broker, dealer, credit union, savings association,
clearing agency or other institution, in each case that is an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange
Act and that is a member in good standing of a Medallion Signature Guarantee
Program recognized by the Exchange Agent, i.e., the Securities Transfer
Agent's Medallion Program, the Stock Exchange's Medallion Program or the New
York Stock Exchange's Medallion Signature Program);
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(b) prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution, at one of the addresses of the Exchange
Agent set forth herein, a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile, mail or hand delivery) substantially in
the form provided by the Issuer setting forth the name(s) and address(es) of
the registered holder(s) of such Old Notes, the certificate number(s) and
the principal amount of Old Notes being tendered for exchange and stating
that the tender is being made thereby and guaranteeing that, within three
(3) New York Stock Exchange trading days after the Expiration Date, a
properly completed and duly executed Letter of Transmittal, or a facsimile
thereof, together with certificates representing the Old Notes (or
confirmation of book-entry transfer of such Old Notes into the Exchange
Agent's account with DTC and an Agent's Message) and any other documents
required by this Letter of Transmittal and the instructions hereto, will be
deposited by such Eligible Institution with the Exchange Agent; and
(c) this Letter of Transmittal or a facsimile thereof, properly completed
together with duly executed certificates for all physically delivered Old
Notes in proper form for transfer (or confirmation of book-entry transfer of
such Old Notes into the Exchange Agent's account with DTC as described
above) and all other required documents must be received by the Exchange
Agent within three (3) New York Stock Exchange trading days after the date
of the Notice of Guaranteed Delivery.
All tendering holders, by execution of this Letter of Transmittal, waive any
right to receive any notice of the acceptance of their Old Notes for exchange.
3. Inadequate Space. If the space provided in the box entitled "Description
of Old Notes Tendered" above is in adequate, the certificate numbers and
principal amounts of Old Notes tendered should be listed on a separate signed
schedule affixed hereto.
4. Withdrawal of Tenders. A tender of Old Notes may be withdrawn at any time
prior to the Expiration Date by delivery of written or facsimile (receipt
confirmed by telephone) notice of withdrawal to the Exchange Agent at the
address set forth on the cover of this Letter of Transmittal. To be effective,
a notice of withdrawal must (i) specify the name of the person having tendered
the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to
be withdrawn (including the certificate number or numbers and principal amount
of such Old Notes), (iii) specify the principal amount of Old Notes to be
withdrawn, (iv) include a statement that such holder is withdrawing his
election to have such Old Notes exchanged, (v) be signed by the holder in the
same manner as the original signature on the Letter of Transmittal by which
such Old Notes were tendered or as otherwise described above (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the trustee under the Indenture register the transfer of
such Old Notes into the name of the person withdrawing the tender, and (vi)
specify the name in which any such Old Notes are to be registered, if different
from that of the Depositor. The Exchange Agent will return the properly
withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old
Notes have been tendered pursuant to the procedure for book-entry transfer, any
notice of withdrawal must specify the name and number of the account at the
book-entry transfer facility. All questions as to the validity of notices of
withdrawals, including, time of receipt, will be determined by the Issuer and
such determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the holder thereof without cost to such holder (or, in the case of
Old Notes tendered by book-entry transfer into the Exchange Agent's account at
the book-entry transfer facility pursuant to the book-entry transfer procedures
described above, such Old Notes will be credited to an account with such
book-entry transfer facility specified by the holder) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described under the section entitled "The Exchange Offer--Procedures
for Tendering" in the Prospectus at any time prior to the Expiration Date.
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5. Partial Tenders (Not Applicable To Holders Of Old Notes Who Tender By
Book-Entry Transfer). Tenders of Old Notes will be accepted only in integral
multiples of $1,000 principal amount. If a tender for exchange is to be made
with respect to less than the entire principal amount of any Old Notes, fill in
the principal amount of Old Notes that are tendered for exchange in column (4)
of the box entitled "Description of Old Notes Tendered," as more fully
described in the footnotes thereto. In the case of a partial tender for
exchange, a new certificate, in fully registered form, for the remainder of the
principal amount of the Old Notes, will be sent to the holder(s) of Old Notes
unless otherwise indicated in the boxes entitled "Special Issuance
Instructions" or "Special Delivery Instructions" above, as soon as practicable
after the expiration or termination of the Exchange Offer.
6. Signatures on This Letter of Transmittal; Bond Powers and Endorsements.
If this Letter of Transmittal is signed by the holder(s) of the Old Notes
tendered for exchange hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners 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 or required documents as there are
names in which certificates are held.
If this Letter of Transmittal or any certificates 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 Issuer of its authority so to act must be submitted, unless waived by
the Issuer.
If this Letter of Transmittal is signed by the holder(s) of the Old Notes
listed and transmitted hereby, no endorsements of certificates or separate bond
powers are required unless certificates for Old Notes not tendered or not
accepted for exchange are to be issued or returned in the name of a person
other than for the holder(s) thereof. Signatures on such certificates must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes, the certificates representing such Old
Notes must be properly endorsed for transfer by the registered holder or be
accompanied by a properly completed bond power from the registered holder, in
either case signed by such registered holder(s) exactly as the name(s) of the
registered holder(s) of the Old Notes appear(s) on the certificates. Signatures
on the endorsement or bond power must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
7. Transfer Taxes. Except as set forth in this Instruction 7, the Issuer
will pay or cause to be paid any transfer taxes applicable to the exchange of
Old Notes pursuant to the Exchange Offer. If, however, a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder(s) or any other persons) will be payable by the tendering
holder. If satisfactory evidence of the payment of such taxes or exemptions
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
8. Special Issuance and Delivery Instructions. If the New Notes are to be
issued or if any Old Notes not tendered or not accepted for exchange are to be
issued or sent to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed. Holders of Old Notes
tendering Old Notes by book-entry transfer may request that Old Notes not
accepted for exchange be credited to such account maintained at DTC as such
holder may designate.
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9. Irregularities. All questions as to the forms of all documents and the
validity of (including time of receipt) and acceptance of the tenders and
withdrawals of Old Notes will be determined by the Issuer, in its sole
discretion, which determination shall be final and binding. Alternative,
conditional or contingent tenders will not be considered valid. The Issuer
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 Issuer's opinion,
be unlawful. The Issuer also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The Issuer's
interpretations of the terms and conditions of the Exchange 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 must be cured
within such time as the Issuer determines, unless waived by the Issuer. Tenders
of Old Notes shall not be deemed to have been made until all defects or
irregularities have been waived by the Issuer or cured. None of the Issuer,
HCLP, Hanover, the Exchange Agent, or any other 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 registered holders of Old Notes for failure to give
such notice.
10. Waiver of Conditions. To the extent permitted by applicable law, the
Issuer reserves the right to waive any and all conditions to the Exchange Offer
as described under "The Exchange Offer--Conditions to the Exchange Offer" in
the Prospectus, and accept for exchange any Old Notes tendered.
11. Tax Identification Number and Backup Withholding. Federal income tax law
generally requires that a holder of Old Notes whose tendered Old Notes are
accepted for exchange or such holder's assignee (in either case, the "Payee"),
provide the Exchange Agent (the "Payor") with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Payor is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding in an amount of 30% of the gross proceeds received pursuant
to the Exchange Offer. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the "Substitute Form W-9" set forth herein, certifying (a)
that the TIN provided is correct (or that such Payee is awaiting a TIN), (b)
that (i) the Payee is exempt from backup withholding, (ii) the Payee has not
been notified by the Internal Revenue Service that such Payee is subject to
backup withholding as a result of a failure to report all interest or
dividends, or (iii) the Internal Revenue Service has notified the Payee that
such Payee is no longer subject to backup withholding, and (c) that the Payee
is a U.S. person (including a U.S. resident alien).
If the Payee does not have a TIN, such Payee should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9,
and sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth herein. If the Payee does not provide
such Payee's TIN to the Payor within 60 days, backup withholding will begin and
continue until such Payee furnishes such Payee's TIN to the Payor. Note:
Writing "Applied For" on the form means that the Payee has already applied for
a TIN or that such Payee intends to apply for one in the near future.
If Old Notes are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
must enter its correct TIN in Part 1 of the Substitute Form W-9, write "Exempt"
in Part 2 of such form and sign and date the form. See the W-9 Guidelines for
additional instructions. For a nonresident alien or foreign entity to qualify
as exempt, such person must submit a completed Form W-8BEN, "Certificate of
Foreign Status of Beneficial Owner for United States Tax Withholding," signed
under penalty of perjury attesting to such exempt status. Such form may be
obtained from the Payor.
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12. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder of Old Notes
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address or telephone number set forth on the cover of
this Letter of Transmittal for further instructions.
13. Requests for Assistance or Additional Copies. Requests for assistance or
for additional copies of the Prospectus, this Letter of Transmittal, the Notice
of Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be directed to the Exchange
Agent at its address set forth on the cover of this Letter of Transmittal.
IMPORTANT- THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATES FOR
TENDERED OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS, WITH ANY REQUIRED
SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
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