LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
8 3/8% SENIOR NOTES DUE NOVEMBER 15, 2007 AND
8 7/8% SENIOR SUBORDINATED NOTES DUE NOVEMBER 15, 2007
OF
CLARK REFINING & MARKETING, INC.
Pursuant to the Prospectus dated January , 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1998 UNLESS EXTENDED.
TO: BANKERS TRUST COMPANY, AS EXCHANGE AGENT FOR THE 8 3/8% SENIOR NOTES
By Registered or Certified Mail: By Overnight Courier:
BT Services Tennessee, Inc. BT Services Tennessee, Inc.
Attn: Reorganization Unit Corporate Trust & Agency Group
P.O. Box 292737 Attn: Reorganization Unit
Nashville, Tennessee 37229-2737 648 Grassmere Park Road
Nashville, Tennessee 37211
By Hand:
Bankers Trust Company
Corporate Trust & Agency Group
Attn: Reorganization Department
Receipt & Delivery Window
123 Washington Street, 1st Floor
New York, New York 10006
By Facsimile:
(615) 835-3701
TO: MARINE MIDLAND BANK, AS EXCHANGE AGENT FOR THE 8 7/8% SENIOR SUBORDINATED
NOTES
By Registered or Certified Mail: By Overnight Courier:
Marine Midland Bank Marine Midland Bank
Attn: Corporate Trust Operations Attn: Corporate Trust Operations
140 Broadway, Level A 140 Broadway, Level A
New York, New York 10005-1180 New York, New York 10005-1180
By Hand:
Marine Midland Bank
140 Broadway, Level A
New York, New York 10005-1180
By Facsimile:
(212) 658-2292
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery. The instructions accompanying this
Letter of Transmittal should be read carefully before this Letter of
Transmittal is completed.
The undersigned acknowledges that he or she has received the Prospectus,
dated January , 1998 (the "Prospectus"), of Clark Refining & Marketing, Inc.
(the "Company") and this Letter of Transmittal (the "Letter of Transmittal")
which may be amended from time to time, which together constitute the Company's
offer (the "Exchange Offer") to exchange (i) its 8 3/8% New Senior Notes due
November 15, 2007 (the "New Senior Notes") for an equal principal amount of its
8 3/8% Senior Notes due November 15, 2007 (the "Old Senior Notes") and (ii) its
8 7/8% New Senior Subordinated Notes due November 15, 2007 (the "New Senior
Subordinated Notes") for an equal principal amount of its 8 7/8% Senior
Subordinated Notes due November 15, 2007 (the "Old Senior Subordinated Notes").
The Old Senior Notes and the Old Senior Subordinated Notes are collectively
referred to herein as the "Old Notes" and the New Senior Notes and the New
Senior Subordinated Notes are collectively referred to herein as the "New
Notes." The form and terms of the New Senior Notes and the New Senior
Subordinated Notes are the same as the form and terms of the Old Senior Notes
and Old Senior Subordinated Notes, respectively, except that the New Notes have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), and hence will not bear legends restricting the transfer thereof. The
term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 1998 unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term shall mean the latest date and time to
which the Exchange Offer is extended. Capitalized terms used but not defined
herein have the meaning given to them in the Prospectus.
The Letter of Transmittal is to be used by Holders of Old Notes if (i)
certificates representing the Old Notes are to be physically delivered to the
Exchange Agent herewith by such Holder or (ii) tender of Old Notes is to be
made by book-entry transfer to the Exchange Agent's account at the Depository
Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus
under the caption "The Exchange Offer--Procedures for Tendering" by any
financial institution that is a participant in the DTC system and whose name
appears on a security position listing as the owner of Old Notes and
instructions are not being transmitted through the DTC Automated Tender Offer
Program ("ATOP"), or (iii) if tender of the Old Notes is to be made according
to the guaranteed delivery procedures described in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures."
Holders of Old Notes who are tendering by book-entry transfer to the Exchange
Agent's account at DTC can execute the tender through ATOP for which the
transaction 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 of the Exchange Agent's account at DTC. DTC
will then send an Agent's Message to the Exchange Agent for its acceptance.
Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange
Offer as to execution and delivery of this Letter of Transmittal by the
participant identified in the Agent's Message. The term "Agent's Message" means
a message, transmitted by DTC to and received by the Exchange Agent and forming
a part of a book-entry confirmation, which states that DTC has received an
express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by the Letter
of Transmittal and that the Company may enforce such Letter of Transmittal
against such participant.
Delivery of this Letter of Transmittal or other documents to DTC does not
constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person (i) in
whose name Old Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder or (ii) whose Old Notes are held of record by DTC who desires to deliver
such Old Notes by book-entry transfer to DTC. The undersigned has completed,
executed and delivered this Letter of Transmittal to indicate the action the
undersigned desires to take with respect to the Exchange Offer. Holders who
wish to tender their Old Notes must complete this letter in its entirety.
2
THE UNDERSIGNED, BY COMPLETING THE APPLICABLE BOX OR BOXES ENTITLED
"DESCRIPTION OF OLD SENIOR NOTES" AND "DESCRIPTION OF OLD SENIOR SUBORDINATED
NOTES," AS THE CASE MAY BE, AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE OLD SENIOR NOTES AND/OR OLD SENIOR SUBORDINATED NOTES, AS THE
CASE MAY BE, AS SET FORTH IN SUCH BOXES BELOW.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE APPLICABLE BOX OR BOXES
DESCRIPTION OF OLD SENIOR NOTES
- -------------------------------------------------------
NAMES AND
ADDRESS(ES)
OF PRINCIPAL
REGISTERED AGGREGATE AMOUNT TENDERED
HOLDER(S) PRINCIPAL (MUST
(PLEASE AMOUNT BE IN INTEGRAL
FILL IN, IF CERTIFICATE REPRESENTED BY MULTIPLES
BLANK) NUMBER(S)* CERTIFICATE(S) OF $1,000)**
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
Total
- -------------------------------------------------------
DESCRIPTION OF OLD SENIOR SUBORDINATED NOTES
- -------------------------------------------------------
NAMES AND
ADDRESS(ES)
OF PRINCIPAL
REGISTERED AGGREGATE AMOUNT TENDERED
HOLDER(S) PRINCIPAL (MUST
(PLEASE AMOUNT BE IN INTEGRAL
FILL IN, IF CERTIFICATE REPRESENTED BY MULTIPLES
BLANK) NUMBER(S)* CERTIFICATE(S) OF $1,000)**
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
Total
- -------------------------------------------------------
*Need not be completed by Holders tendering by book-entry transfer.
**Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of Old Senior Notes and/or Old Senior Subordinated
Notes, as the case may be, will be deemed to have tendered the entire
aggregate principal amount represented by the column labeled "Aggregate
Principal Amount Represented by Certificate(s)."
If the space provided above is inadequate, list the certificate numbers
and principal amounts on a separate signed schedule and affix the list to
this Letter of Transmittal.
The minimum permitted tender is $1,000 in principal amount. All other
tenders must be integral multiples of $1,000.
3
SPECIAL REGISTRATION INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6) (SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if To be completed ONLY if
certificates for Old Notes in a certificates for Old Notes in a
principal amount not tendered, principal amount not tendered,
or New Notes issued in exchange or New Notes issued in exchange
for Old Notes accepted for for Old Notes accepted for
exchange, are to be issued in exchange, are to be sent to
the name of someone other than someone other than the
the undersigned, or if the Old undersigned, or to the
Notes tendered by book-entry undersigned at an address other
transfer that are not accepted than that shown above.
for exchange are to be credited
to an account at DTC.
Deliver certificate(s) to:
Issue certificate(s) to: Name: ___________________________
(PLEASE PRINT)
Name: ___________________________
(PLEASE PRINT) Address: ________________________
Address: ________________________ ---------------------------------
(INCLUDE ZIP CODE)
---------------------------------
(INCLUDE ZIP CODE) ---------------------------------
(TAX IDENTIFICATION OR SOCIAL
--------------------------------- SECURITY NO.)
(TAX IDENTIFICATION OR SOCIAL
SECURITY NO.)
4
(BOXES BELOW 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 WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
DTC Account Number _________________________________________________________
Transaction Code Number ____________________________________________________
[_]CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution ______________________________________________
DTC Account Number _________________________________________________________
Transaction Code Number ____________________________________________________
[_]CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[_]CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPANT BROKER-DEALER") AND WISH TO RECEIVE ADDITIONAL COPIES OF THE
PROSPECTUS AND/OR OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Deliver Prospectuses to:
(QUANTITY)
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
----------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Attention __________________________________________________________________
Telephone __________________________________________________________________
Facsimile __________________________________________________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
5
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Old Notes indicated
above. Subject to and effective upon the acceptance for exchange of the
principal amount of Old Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to the Old Notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent also acts as the agent of the Company) with respect to the
tendered Old Notes with full power of substitution to (i) deliver certificates
for such Old Notes to the Company, or transfer ownership of such Old Notes on
the account books maintained by DTC, and deliver all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company and (ii)
present such Old Notes for transfer on the books of the Company and receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Old Notes, all in accordance with the terms of the Exchange Offer. The power
of attorney granted in this paragraph shall be deemed to be irrevocable and
coupled with an interest.
The undersigned hereby represents and warrants that he or she has full power
and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that 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, when the same are acquired by the Company. The
undersigned hereby further represents that any New Notes acquired in exchange
for Old Notes tendered hereby will have been acquired in the ordinary course
of business of the person receiving such New Notes, whether or not such person
is the undersigned, that neither the Holder nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such New Notes and that neither the Holder nor any such other
person is an "affiliate," as defined in Rule 405 under the Securities Act, of
the Company. 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, it represents that the Old Notes to be exchanged for New
Notes were acquired as a result of market-making activities or other trading
activities and not acquired directly from the Company, and 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. 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 assignment, transfer and purchase
of the Old Notes tendered hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given oral
or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Old Notes
will be returned, without expense, to the undersigned at the address shown
below or at a different address as may be indicated herein under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
6
Unless otherwise indicated under "Special Registration Instructions," please
issue the certificates representing the New Notes issued in exchange for the
Old Notes accepted for exchange and any certificates for Old Notes not
tendered or not exchanged, in the name(s) of the undersigned. Similarly,
unless otherwise indicated under "Special Delivery Instructions," please send
the certificates representing the New Notes issued in exchange for the Old
Notes accepted for exchange and any certificates for Old Notes not tendered or
not exchanged (and accompanying documents, as appropriate) to the undersigned
at the address shown below the undersigned's signature(s), unless, in either
event, tender is being made through DTC. In the event that both "Special
Registration Instructions" and "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
certificates for Old Notes not tendered or not exchanged to, the person(s) so
indicated. The undersigned understands that the Company has no obligation
pursuant to the "Special Registration Instructions" and "Special Delivery
Instructions" to transfer any Old Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the Old
Notes so tendered.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, this Letter
of Transmittal or any other documents required hereby to the Exchange Agent,
or who cannot complete the procedure for book-entry transfer, prior to the
Expiration Date, may tender their Old Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The
Exchange Offer--Guaranteed Delivery Procedures." See Instruction 1 regarding
the completion of this Letter of Transmittal printed below.
7
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
X ________________________________________________ Date: _______________
X ________________________________________________ Date: _______________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR
AUTHORIZED SIGNATORY
Area Code and Telephone Number: ________________________________________________
The above lines must be signed by the registered Holder(s) as their name(s)
appear(s) on the Old Notes or, if the Old Notes are tendered by a participant
in DTC, as such participant's name appears on a security position listing as
the owner of the Old Notes, or as such participants by person(s) authorized to
become registered Holder(s) by a properly completed bond power from the
registered Holder(s), a copy of which must be transmitted with this Letter of
Transmittal. If the Old Notes to which this Letter of Transmittal relates are
held of record by two or more joint Holders, then all such Holders must sign
this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, then such person must
(i) set forth his or her full title below and (ii) unless waived by the
Company, submit evidence satisfactory to the Company of such person's authority
so to act. See Instruction 4 regarding the completion of this Letter of
Transmittal printed below.
Name(s): _______________________________________________________________________
(PLEASE PRINT)
- --------------------------------------------------------------------------------
Capacity: ______________________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
- --------------------------------------------------------------------------------
Signature(s) Guaranteed by an Eligible Institution:
(If required by Instruction 4)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(TITLE)
- --------------------------------------------------------------------------------
(NAME OF FIRM)
Dated: , 1998
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. The tendered Old
Notes (or a confirmation of a book-entry transfer into the Exchange Agent's
account at DTC of all Old Notes delivered electronically), as well as a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile hereof and any other documents required by this Letter of
Transmittal must be received by the Exchange Agent at its address set forth
herein prior to 5:00 p.m., New York City time, on the Expiration Date. The
method of delivery of the tendered Old Notes, this Letter of Transmittal and
all other required documents to the Exchange Agent is at the election and risk
of the Holder and, except as otherwise provided below, the delivery will be
deemed made only when actually received by the Exchange Agent. Instead of
delivery by mail, it is recommended that the Holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Old Notes should be sent to the
Company.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) who cannot deliver their Old Notes, (iii) who are
ATOP members but elect not to use ATOP, or (iv) who are not ATOP members, this
Letter of Transmittal or any other documents required hereby to the Exchange
Agent prior to the Expiration Date must tender their Old Notes according to
the guaranteed delivery procedures set forth in the Prospectus. Pursuant to
such procedure: (a) such tender must be made by or through an Eligible
Institution (as defined in Instruction 4); (b) prior to the Expiration Date,
the Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name and address of the
Holder, the certificate number or numbers of such Old Notes and the principal
amount of Old Notes tendered, stating that the tender is being made thereby
and guaranteeing that, within five New York Stock Exchange trading days after
the Expiration Date, this Letter of Transmittal (or facsimile hereof) together
with the certificate(s) representing the Old Notes (or a confirmation of
electronic delivery of book-entry delivery into the Exchange Agent's account
at DTC) and any other required documents will be deposited by the Eligible
Institution with the Exchange Agent; and (c) such properly completed and
executed Letter of Transmittal (or facsimile hereof), as well as all other
documents required by this Letter of Transmittal and the certificate(s)
representing all tendered Old Notes in proper form for transfer (or a
confirmation of electronic delivery of book-entry delivery into the Exchange
Agent's account at DTC), must be received by the Exchange Agent within five
(5) New York Stock Exchange trading days after the Expiration Date, all as
provided in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures" or Holder must properly complete and duly execute an ATOP
ticket in accordance with DTC procedures. Any Holder who wishes to tender his
Old Notes pursuant to the guaranteed delivery procedures described above must
ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request
to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders
who wish to tender their Old Notes according to the guaranteed delivery
procedures set forth above.
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 right to waive any
irregularities or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Neither the Company, the Exchange Agent nor any other
person shall be under any duty to give
9
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 defects or 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
by the Exchange Agent to the tendering Holders, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration
Date.
2. TENDER BY HOLDER. Only a Holder of Old Notes may tender such Old Notes in
the Exchange Offer. Any beneficial owner of Old Notes who is not the
registered Holder and who wishes to tender should arrange with such Holder to
execute and deliver this Letter of Transmittal on such owner's behalf or must,
prior to completing and executing this Letter of Transmittal and delivering
such owner's Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such owner's name or obtain a properly completed
bond power from the registered Holder.
3. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral
multiples of $1,000. If less than the entire principal amount of any Old Notes
is tendered, the tendering Holder should fill in the principal amount tendered
in the fourth column of the box entitled "Description of Old Senior Notes" or
the box entitled "Description of Old Senior Subordinated Notes" above. The
entire principal amount of any Old Notes delivered to the Exchange Agent will
be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Old Notes is not tendered, then Old Notes for the
principal amount of Old Notes not tendered and a certificate or certificates
representing New Notes issued in exchange for any Old Notes accepted will be
sent to the Holder at his or her registered address, unless a different
address is provided in the appropriate box on this Letter of Transmittal,
promptly after the Old Notes are accepted for exchange.
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof)
is signed by the registered Holder(s) of the Old Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the Old
Notes or, if the Old Notes are tendered by a participant in DTC, as such
participant's name appears on a security position listing as the owner of the
Old Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Old Notes tendered and the certificate or
certificates for New Notes issued in exchange therefor is to be issued (or any
untendered principal amount of Old Notes is to be reissued) to the registered
holder, then such Holder need not and should not endorse any tendered Old
Notes, nor provide a separate bond power. In any other case, such Holder must
either properly endorse the Old Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal with the
signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Old Notes listed, such Old
Notes must be endorsed or accompanied by appropriate bond powers in each case
signed as the name of the registered Holder or Holders appears on the Old
Notes.
If this Letter of Transmittal (or facsimile hereof) or any Old Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or 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, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 4 must be guaranteed by an Eligible Institution.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by a firm that is a member of a registered
national securities exchange or the National
10
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 Securities
Exchange Act of 1934, as amended (an "Eligible Institution"). Signatures on
this Letter of Transmittal need not be guaranteed if (a) this Letter of
Transmittal is signed by the registered Holder(s) of the Old Notes tendered
herewith and such Holder(s) have not completed the box set forth herein
entitled "Special Registration Instructions" or the box entitled "Special
Delivery Instructions" or (b) such Old Notes are tendered for the account of
an Eligible Institution.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which New
Notes or substitute Old Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal (or in the case of
tender of Old Notes through DTC, if different from DTC). In the case of
issuance in a different name, the taxpayer identification or social security
number of the person named must also be indicated.
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 in the name of, any person other than the registered Holder
of the Old Notes tendered hereby, or if tendered Old Notes are registered in
the name of any person other than the person signing this Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Old Notes pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered holder or on any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
7. WAIVER OF CONDITIONS. The Company reserves the right, in its sole
discretion, to amend, waive or modify specified conditions in the Exchange
Offer in the case of any Old Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated herein for further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to the Exchange Agent at the address specified
in the Prospectus. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.
10. BROKER-DEALER REQUESTS FOR PROSPECTUSES. Brokers and dealers that are
required under Federal securities laws to deliver a Prospectus in connection
with resales of New Notes should complete the applicable box to obtain copies
of the Prospectus and any amendments and supplements to the Prospectus to
enable them to comply with such prospectus delivery requirements. If you
require additional copies of the Prospectus or any amendments or supplements
thereto, please call Bruce Steinke (314-854-1424) of the Company.
(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE SURRENDERED OLD NOTES TENDERED OLD NOTES ACCEPTED
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Delivery Prepared by ____________________ Checked By ____________________ Date
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