Exhibit 99.1
LETTER OF TRANSMITTAL
EXCHANGE OFFER
(PURSUANT TO THE PROSPECTUS DATED , 2002)
9% Senior Subordinated Notes due 2012
for all outstanding
9% Senior Subordinated Notes due 2012
OF
ISLE OF CAPRI CASINOS, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
State Street Bank and Trust Company
By Registered or Certified Mail: By Hand or Overnight Courier:
State Street Bank and Trust Company State Street Bank and Trust Company
Corporate Trust Department Corporate Trust Window, 5th Floor
P.O. Box 778 2 Avenue de Lafayette
Boston, Massachusetts 02102-0778 Boston, Massachusetts 02111-1724
To Confirm by Telephone and for Information:
(617) 662-1525
Attn: Mackenzie Elijah
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
BEFORE YOU COMPLETE THIS LETTER OF TRANSMITTAL.
The undersigned hereby acknowledges receipt of the Prospectus, dated , 2002
(as it may be amended or supplemented from time to time, the "Prospectus"), of
Isle of Capri Casinos, Inc., a Delaware corporation (the "Company"), and this
Letter of Transmittal, which together constitute the Company's offer (the
"Exchange Offer") to exchange up to $200,000,000 principal amount of its 9%
Senior Subordinated Notes due 2012 (the "New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a registration statement of which the Prospectus is a part, for an identical
principal amount of its outstanding 9% Senior Subordinated Notes due 2012 (the
"Old Notes"). Capitalized terms not otherwise defined in this Letter of
Transmittal are defined in the Prospectus.
This Letter of Transmittal is to be used if (1) certificates of Old Notes
are to be forwarded to the Exchange Agent, (2) delivery of Old Notes is to be
made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company ("DTC") pursuant to the procedures set forth under
the heading "The Exchange Offer--Procedures for Tendering Old Notes" in the
Prospectus or (3) tender of the Old Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures."
Holders who wish to tender their Old Notes and (1) whose Old Notes are not
immediately available, (2) who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required by this Letter of Transmittal to the
Exchange Agent on or prior to the Expiration Date or (3) who cannot complete the
procedures for book-entry transfer on a timely basis, may tender their Old Notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the heading "The Exchange Offer--Guaranteed Delivery Procedures." See
Instruction 2 to this Letter of Transmittal.
Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the Prospectus
and this Letter of Transmittal should be directed to the exchange agent.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
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 amount on a separate signed schedule and attach that schedule to this
------
Letter of Transmittal. See Instruction 4 to this Letter of Transmittal.
ALL TENDERING HOLDERS MUST COMPLETE THIS BOX:
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Description of Old Notes Tendered
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Name(s) and Address(es) of Registered
Holder
(Fill in, if blank) Old Notes Tendered
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Aggregate
Principal
Certificate or Amount Principal
Registration Represented by Amount
Number(s)* Old Notes Tendered**
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$ $
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Total Amount Tendered: $ $
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* Need not be completed by book-entry holders. Such holders should check the
appropriate box below and provide the requested information.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Old Notes. All tenders
must be in integral multiples of $1,000.
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The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this letter in its entirety.
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(THE FOLLOWING BOXES ARE TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE 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 TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): __________________________________________
Date of Execution of Notice
of Guaranteed Delivery: ___________________________________________________
Name of Eligible Institution Which Guaranteed Delivery: ___________________
If Guaranteed Delivery is to be made by book-entry transfer:
DTC Account Number: _______________________________________________________
Transaction Code Number: __________________________________________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OLD NOTES FOR YOUR
OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name: _____________________________________________________________________
Address ___________________________________________________________________
___________________________________________________________________
Telephone Number and Contact Person: ______________________________________
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above described principal amount
of Old Notes in exchange for an identical principal amount of New Notes. Subject
to, and effective upon, the acceptance for exchange of the Old Notes tendered
with this Letter of Transmittal, the undersigned hereby exchanges, assigns and
transfers to or upon the order of the Company all right, title and interest in
and to such Old Notes as are being tendered with this Letter of Transmittal,
including all rights to accrued and unpaid interest on such Old Notes as of the
Expiration Date. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent is also acting as agent of the Company in connection with the
Exchange Offer) to cause the Old Notes to be assigned, transferred and
exchanged.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (1) THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, ASSIGN AND TRANSFER THE OLD NOTES
TENDERED HEREBY AND TO ACQUIRE NEW NOTES ISSUABLE UPON THE EXCHANGE OF SUCH
TENDERED OLD NOTES; (2) WHEN THE OLD NOTES ARE ACCEPTED FOR EXCHANGE, THE
COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE TO SUCH OLD NOTES,
FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES AND (3) THE
OLD NOTES TENDERED WITH THIS LETTER OF TRANSMITTAL ARE NOT SUBJECT TO ANY
ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND
DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO
BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF
THE OLD NOTES TENDERED WITH THIS LETTER OF TRANSMITTAL. THE UNDERSIGNED HAS READ
AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The undersigned understands that tenders of Old Notes pursuant to any one
of the procedures set forth in "The Exchange Offer--Procedures for Tendering Old
Notes" in the Prospectus and in the instructions to this Letter of Transmittal
will, upon the Company's acceptance for exchange of such tendered Old Notes,
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
The undersigned also warrants that it 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 exchange, assignment and transfer of
tendered Old Notes or to transfer ownership of such Old Notes on the account
books maintained by a book-entry transfer facility. The undersigned further
agrees that (1) acceptance of any tendered Old Notes by the Company and the
issuance of New Notes in exchange for such Old Notes shall constitute
performance in full by the Company of its obligations under the registration
rights agreement that contemplates the registration of the Old Notes under the
Securities Act and (2) the Company shall have no further obligations or
liabilities under such registration rights agreement for the registration of the
Old Notes or the New Notes.
The Exchange Offer is not conditioned upon any principal amount of Old
Notes being tendered for exchange. However, the Exchange Offer is subject to
certain conditions set forth in the Prospectus under the heading "The Exchange
Offer--Conditions of the Exchange Offer." The undersigned recognizes that, as a
result of these conditions (which may be waived, in whole or in part, by the
Company) and as more particularly set forth in the Prospectus, the Company may
not be required to exchange any of the Old Notes tendered with this Letter of
Transmittal and, in such event, the Old Notes not exchanged will be returned to
the undersigned at the address shown below the signature of the undersigned.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered with this Letter of Transmittal should be printed below, if they are
not already set forth above, as they appear on the certificates representing
such Old Notes. The certificate number(s) and the Old Notes that the undersigned
wishes to tender should be indicated in the appropriate boxes above.
The undersigned acknowledges that the Exchange Offer is being made in
reliance on the position of the staff of the Securities and Exchange Commission
as set forth in certain interpretive letters addressed to third parties in other
transactions substantially similar to the Exchange Offer, which lead the Company
to believe that New Notes
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issued pursuant to the Exchange Offer to a holder in exchange for Old Notes may
be offered for resale, resold and otherwise transferred by a holder other than
(1) a broker-dealer that purchased Old Notes directly from the Company to resell
them pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act, (2) an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act, (3) a holder that intends to
participate in the Exchange Offer for the purpose of distributing (within the
meaning of the Securities Act) the New Notes or (4) a holder that does not
acquires the New Notes in the ordinary course of its business. Accordingly, the
undersigned represents that (1) it is not a broker-dealer that acquired Old
Notes directly from the Company in order to resell them pursuant to Rule 144A
under the Securities Act or any other available exemption under the Securities
Act, (2) it is not an "affiliate" of the Company as defined in Rule 405 under
the Securities Act, (3) it is not participating, and does not intend to
participate, and has no arrangement or understanding with any person to
participate, in the distribution of the New Notes and (4) it will acquire the
New Notes in the ordinary course of its business.
If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes, it further represents that it acquired
the Old Notes for its own account as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act 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 Section 2(11) of the Securities Act. Failure to comply with any of
the above-mentioned requirements could result in the undersigned or any such
other person incurring liability under the Securities Act for which such persons
are not indemnified by the Company.
The undersigned acknowledges that if it is unable to make the above
representations to the Company, it will not be able to rely on the
interpretations of the staff of the Securities and Exchange Commission described
above and, therefore, will be required to comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
sale or other transfer of such New Notes unless such sale is made pursuant to an
exemption from such requirements.
Unless otherwise indicated in the box entitled "Special Exchange
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all New Notes delivered in exchange for
tendered Old Notes, and any Old Notes delivered with this Letter of Transmittal
but not exchanged, will be registered in the name of the undersigned and will be
delivered to the undersigned at the address shown below the signature of the
undersigned. If a New Note is to be issued to a person other than the person(s)
signing this Letter of Transmittal or if a New Note is to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address different than the address
shown in this Letter of Transmittal, the appropriate boxes of this Letter of
Transmittal should be completed. If Old Notes are surrendered by holder(s) that
have completed either the box entitled "Special Exchange Instructions" or the
box entitled "Special Delivery Instructions" in this Letter of Transmittal, all
signatures must be guaranteed by a Medallion Signature Guarantor (as defined in
Instruction 3 to this Letter of Transmittal).
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned. Any
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
Tendered Old Notes may be withdrawn in accordance with Instruction 3 to this
Letter of Transmittal at any time prior to the Expiration Date.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES
TENDERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES
DESCRIBED IN SUCH BOX.
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REGISTERED HOLDERS OF OLD NOTES SIGN HERE
(IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)
PLEASE SIGN HERE PLEASE SIGN HERE
_____________________________________________________ _________________________________________________________
Authorized Signature of Registered Holder Authorized Signature of Registered Holder
Must be signed by registered holder(s) exactly as name(s) appear(s) on the Old Notes or on a security position
listing as the owner of the Old Notes or by the person(s) authorized to become the registered holder(s) by properly
completed bond powers transmitted with this Letter of Transmittal. See Instruction 4 to this Letter of Transmittal.
If signature is by attorney-in-fact, trustee, executor, administrator, guardian, officer of a corporation or other
person acting in a fiduciary or representative capacity, please provide the following information:
Name:________________________________________________ Name:____________________________________________________
Title:_______________________________________________ Title:___________________________________________________
Address:_____________________________________________ Address:_________________________________________________
_____________________________________________________ _________________________________________________________
Telephone Number:____________________________________ Telephone Number:________________________________________
Dated:_______________________________________________ Dated:___________________________________________________
_____________________________________________________ _________________________________________________________
Taxpayer Identification or Social Security Number Taxpayer Identification or Social Security Number
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Signature Guarantee
(If required--see Instruction 4)
Signature(s) Guaranteed:____________________________________ Date:______________________________________
Authorized Signature
____________________________________ Date:______________________________________
Authorized Signature
Name of Medallion
Signature Guarantor(s):_____________________________________
Address: ____________________________________________________
Capacity (full title): _______________________________ ____________________________________________________
Telephone Number: _______________________________ ____________________________________________________
Zip Code
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SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5) (See Instructions 4 and 5)
To be completed ONLY if the New Notes or any Old Notes To be completed ONLY if the New Notes or any Old
or any Old Notes that are not tendered or are not Notes that are not tendered or are not accepted are
accepted are to be issued in the name or someone other to be sent to someone other than the undersigned or
than the undersigned. to the undersigned at an address other than the
address set forth under "Description of Old Notes
Tendered."
Issue:
[_] New Notes to:
[_] Old Notes to: Mail:
[_] New Notes to:
[_] Old Notes to:
Name(s) ________________________________________________ Names(s) ____________________________________________
Address ________________________________________________ Address _____________________________________________
________________________________________________________ _____________________________________________________
Telephone Number:_______________________________________ Telephone Number:____________________________________
Book-Entry Transfer Facility Account:
________________________________________________________
________________________________________________________
________________________________________________________ _____________________________________________________
(Tax Identification or Social Security Number) (Tax Identification or Social Security Number)
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INSTRUCTIONS
(FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER)
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
All physically delivered Old Notes or confirmation of any book-entry
transfer to the Exchange Agent's account at DTC, as well as a properly completed
and duly executed copy of this Letter of Transmittal and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at any of its addresses set forth in this Letter of Transmittal on or prior to
the Expiration Date. The method of delivery of this Letter of Transmittal, the
Old Notes and all other required documents is at the election and risk of the
holder. Instead of delivery by mail, the Company recommends that holders use an
overnight or hand delivery service. Except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Any beneficial holder whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender Old Notes in the Exchange Offer should contact such registered holder
promptly and instruct such registered holder to tender on such beneficial
holder's behalf. If a beneficial holder wishes to tender directly, the
beneficial holder must, prior to completing and executing the Letter of
Transmittal and tendering Old Notes, either make appropriate arrangements to
register ownership of the Old Notes in such beneficial holder's own name or
obtain a properly completed bond power from the registered holder. Beneficial
holders should be aware that the transfer of registered ownership may take
considerable time.
Delivery of the Letter of Transmittal to an address other than as set
forth above does not constitute a valid delivery.
The Company expressly reserves the right, at any time or from time to
time, to extend the Expiration Date by complying with certain conditions set
forth in the Prospectus.
LETTERS OF TRANSMITTAL SHOULD NOT BE SENT TO THE COMPANY OR TO DTC.
2. GUARANTEED DELIVERY PROCEDURES.
Holders who wish to tender their Old Notes and (1) whose Old Notes are
not immediately available, (2) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent prior to the
Expiration Date or (3) who cannot complete the procedures for book-entry
transfers on a timely basis, may effect a tender if:
a. the tender is made through a member firm of a registered
national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an
office or correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(an "Eligible Institution");
b. prior to the Expiration Date, the Exchange Agent receives
from such holder and the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by mail or hand delivery)
setting forth the name and address of the holder of Old Notes, the
certificate or registration number(s) of the tendered Old Notes and the
principal amount of Old Notes tendered, stating that the tender is
being made thereby and guaranteeing that, within four (4) business days
after the Expiration Date, the tendered Old Notes, a duly executed
Letter of Transmittal and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and
c. a properly completed and duly executed Letter of
Transmittal, any other required documents and tendered Old Notes in
proper form for transfer (or a confirmation of book-entry transfer of
such Old Notes into the Exchange Agent's account at DTC) must be
received by the Exchange Agent within four (4) business days after the
Expiration Date.
8
Any holder who wishes to tender Old Notes pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent receives
the Notice of Guaranteed Delivery relating to such Old Notes prior to the
Expiration Date. Failure to complete the guaranteed delivery procedures outlined
above will not, of itself, affect the validity or effect a revocation of any
Letter of Transmittal form properly completed and executed by a holder who
attempted to use the guaranteed delivery procedures.
3. PARTIAL TENDERS; WITHDRAWALS.
Tenders of Old Notes will be accepted only in integral multiples of $1,000
principal amount at maturity. If less than the entire principal amount of Old
Notes evidenced by a submitted certificate is tendered, the tendering holder
should fill in the principal amount tendered in the column entitled "Principal
Amount Tendered" of the box entitled "Description of Old Notes Tendered." A
newly issued Old Note for the principal amount of Old Notes submitted but not
tendered will be sent to such holder, unless the appropriate boxes on this
Letter of Transmittal are completed, as soon as practicable after the Expiration
Date. All Old Notes delivered to the Exchange Agent will be deemed to have been
tendered in full unless otherwise indicated.
Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to the Expiration Date, after which tenders of Old Notes are
irrevocable. To withdraw a tender of Old Notes in the Exchange Offer, a written
or facsimile transmission notice of withdrawal must be received by the Exchange
Agent by 5:00 p.m., New York City time, on the Expiration Date. Any such notice
of withdrawal must (1) specify the name of the person having deposited the Old
Notes to be withdrawn (the "Depositor"), (2) identify the Old Notes to be
withdrawn (including the certificate or registration number(s) and principal
amount of such Old Notes or, in the case of Old Notes transferred by book-entry
transfer, the name and number of the account at DTC to be credited), (3) be
signed by the Depositor in the same manner as the original signature on this
Letter of Transmittal (including any required signature guarantees) or be
accompanied by a bond power in the name of the person withdrawing the tender, in
satisfactory form as determined by the Company in its sole discretion, duly
executed by the registered holder, with the signature guaranteed by a
participant in a recognized Medallion Signature Program (a "Medallion Signature
Guarantor") together with the other documents required upon transfer by the
indenture governing the Old Notes and the New Notes and (4) specify the name in
which such Old Notes are to be registered, if different from that of the
Depositor, pursuant to such documents of transfer.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, in its sole
discretion, whose determination shall be final and binding on all parties. Any
Old Notes so withdrawn will be deemed not to have been validly tendered for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes
which have been tendered but which are not accepted for exchange will be
returned to the holder without cost to such holder as soon as practicable after
withdrawal.
4. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes tendered with this Letter of Transmittal, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration or enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a participant in DTC, the signature must correspond
with the name as it appears on the security position listing as the owner of the
Old Notes.
If any of the Old Notes tendered with this Letter of Transmittal are owned
of record by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.
Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a Medallion Signature Guarantor unless the
Old Notes tendered with this Letter of Transmittal are tendered (1)
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by a registered holder who has not completed the box entitled "Special Exchange
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or
(2) for the account of an Eligible Institution.
If this Letter of Transmittal is signed by the registered holder or holders
of Old Notes (which term, for the purposes described in this Letter of
Transmittal, shall include a participant in DTC whose name appears on a security
listing as the owner of the Old Notes) listed and tendered with this Letter of
Transmittal, no endorsements of the tendered Old Notes or separate written
instruments of transfer or exchange are required. In any other case, the
registered holder (or acting holder) must either properly endorse the Old Notes
or transmit properly completed bond powers with this Letter of Transmittal (in
either case executed exactly as the name(s) of the registered holder(s)
appear(s) on the Old Notes and, with respect to a participant in DTC whose name
appears on a security position listing as the owner of Old Notes, exactly as the
name of the participant appears on such security position listing), with the
signature on the Old Notes or bond power guaranteed by a Medallion Signature
Guarantor.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by attorneys-in-fact, trustees,
executors, administrators, guardians, officers of corporations or others acting
in a fiduciary or representative capacity, such persons should so indicate when
signing and, unless waived by the Company, proper evidence satisfactory to the
Company of their authority to so act must be submitted.
5. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, in the applicable box, the name and
address (or account at DTC) in which the New Notes or Old Notes for principal
amounts not tendered or not accepted for exchange are to be issued and delivered
(or deposited), if different from the names and addresses or accounts of the
person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification number or social security number of
the person named must also be indicated and the tendering holder should complete
the applicable box.
If no instructions are given, the New Notes (and any Old Notes not tendered
or not accepted) will be issued in the name of and delivered to the acting
holder of the Old Notes or deposited at such holder's account at DTC.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Notes pursuant to the Exchange Offer. If, however, certificates
representing New Notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered holder of the Old Notes
tendered, or if tendered Old Notes are registered in the name of any person
other than the person signing the Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant to the
Exchanged Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other person) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted, the amount of those transfer taxes will be billed directly to
such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the Old Notes listed in the Letter of
Transmittal.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, in whole or in part, any
of the specified conditions to the Exchange Offer set forth in the Prospectus.
8. MUTILATED, LOST, STOLEN OR DESTROYED NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
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Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal may be
directed to the Exchange Agent at the address and telephone number set forth
above.
10. VALIDITY AND FORM.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject any
and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the absolute right to waive any
irregularities or conditions of tender as to particular Old Notes either before
or after the Expiration Date, including the right to waive the ineligibility of
any holder who seeks to tender Old Notes in the Exchange Offer. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding on all
parties.
Unless waived, any defects or irregularities in connection with tenders of
Old Notes must be cured within such time as the Company shall determine. None of
the Company, the Exchange Agent or any other person shall be under any duty to
give notification of defects or irregularities with respect to tenders of Old
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such irregularities have been cured or waived. Any Old Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost to
such holder by the Exchange Agent to the tendering holders of Old Notes, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
11. IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a holder tendering Old Notes is required
to provide the Exchange Agent with such holder's correct taxpayer identification
number ("TIN") on Internal Revenue Service Form W-9 below. If such holder is an
individual, the TIN is the holder's social security number. The Certificate of
Awaiting Taxpayer Identification Number should be completed if the tendering
holder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future. If the Exchange Agent is not provided
with the correct TIN, the holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to such holder
with respect to tendered Old Notes may be subject to backup withholding.
Certain holders (including, among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. A holder who satisfies one or
more of the conditions set forth in Part 2 of the Form W-9 should execute the
certification following such Part 2. In order for a foreign holder to qualify as
an exempt recipient, that holder must submit to the Exchange Agent a properly
completed Internal Revenue Service Form W-8BEN below, signed under penalties of
perjury, attesting to that holder's exempt status. A copy of such form is
attached to this Letter of Transmittal.
If backup withholding applies, the Exchange Agent is required to withhold
at a current rate of 30% of any amounts otherwise payable to the holder. Backup
withholding is not an additional tax. Rather, the 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.
To prevent backup withholding on payments that are made to a holder with
respect to Old Notes tendered for exchange, the holder is required to notify the
Exchange Agent of his or her correct TIN by completing the form in this Letter
of Transmittal certifying that the TIN provided on Form W-9 is correct (or that
such holder is awaiting a TIN) and that (1) such holder is exempt, (2) such
holder has not been notified by the Internal Revenue Service that he or she is
subject to backup withholding as a result of failure to report all interest or
dividends or (3) the Internal Revenue Service has notified such holder that he
or she is no longer subject to backup withholding.
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Each holder is required to give the Exchange Agent the social security
number or employer identification number of the record holder(s) of the Old
Notes. If Old Notes are in more than one name or are not in the name of the
actual holder, consult the instructions on Form W-9, which are enclosed with
this Letter of Transmittal, for additional guidance on which number to report.
If the tendering holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, write "Applied For"
in the space for the TIN on Form W-9, sign and date the form and the Certificate
of Awaiting Taxpayer Identification Number and return them to the Exchange
Agent. If such certificate is completed and the Exchange Agent is not provided
with the TIN within 60 days, the Exchange Agent will withhold 30% of all
payments made thereafter until a TIN is provided to the Exchange Agent.
Foreign persons should consult the instructions to form W-8BEN for guidance
on establishing an exemption from backup withholding, if available.
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH OLD NOTES OR CONFIRMATION
OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR
PRIOR TO THE EXPIRATION DATE.
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