LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
NEW 9.15% SENIOR SUBORDINATED NOTES DUE 2008
FOR ANY AND ALL OUTSTANDING
9.15% SENIOR SUBORDINATED NOTES DUE 2008
OF
EXTENDED STAY AMERICA, INC.
PURSUANT TO THE PROSPECTUS DATED , 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1998 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OLD
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION
DATE.
DELIVER TO:
MANUFACTURERS AND TRADERS TRUST COMPANY, EXCHANGE AGENT
By Registered Mail, Certified Mail, By Facsimile Transmission:
Overnight Courier, or Hand Delivery:
Manufacturers and Traders Trust (716) 842-4474
Company
50 Broadway Confirm by telephone:
7th Floor
New York, New York 10004 (716) 842-5602
Attention: Russell T. Whitley
DELIVERY OF THIS LETTER OF TRANSMITTAL 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.
By execution hereof, the undersigned acknowledges that he or she has
received and reviewed the Prospectus dated , 1998 (the
"Prospectus") of Extended Stay America, Inc. (the "Company") and this Letter
of Transmittal (the "Letter of Transmittal"), which together constitute the
Company's offer (the "Exchange Offer") to exchange an equal principal amount
of its newly issued 9.15% Senior Subordinated Notes due 2008 (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 its outstanding 9.15% Senior Subordinated Notes due
2008 (the "Old Notes"). Other capitalized terms used but not defined herein
have the meaning given to them in the Prospectus.
This Letter of Transmittal is to be completed by a Holder of Old Notes if:
(i) certificates representing Old Notes are to be physically delivered to the
Exchange Agent herewith by Holders; (ii) tender of Old Notes is to be made by
book-entry transfer to the Exchange Agent's account at The Depository Trust
Company (the "Book-Entry Transfer Facility" or "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 DTC and whose name appears on a security position listing as the owner of
Old Notes; or (iii) tender of 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." Certificates, or Book-
Entry Confirmation (as defined herein) of a book-entry transfer of such Old
Notes into the Exchange Agent's account at DTC, as well as this
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth above on or prior to 5:00 p.m., New York City time,
on the Expiration Date. Tenders by book-entry transfer may also be made by
delivering an Agent's Message (as defined below) in lieu of this Letter of
Transmittal. The term "Book-Entry Confirmation" means a confirmation of a
book-entry transfer of Old Notes into the Exchange Agent's account at DTC. 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 that such participant has received and agrees to be bound by this
Letter of Transmittal and that the Company may enforce this Letter of
Transmittal against such participant.
Holders of Old Notes who wish to tender their Old Notes and (i) whose Old
Notes are not immediately available, (ii) who cannot deliver their Old Notes,
this Letter of Transmittal, or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, or (iii) who cannot comply with
the book-entry transfer procedures on a timely basis, 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, printed below, regarding the completion of
this Letter of Transmittal.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Notes are registered on the books of the Company or any other
person who has obtained a properly completed assignment from a registered
holder. Holders who wish to tender their Old Notes and are not eligible to
tender their Old Notes via a Book-Entry Confirmation and an Agent's Message
must complete in its entirety and execute and deliver this Letter of
Transmittal.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal, and the Notice of Guaranteed Delivery
may be directed to the Exchange Agent. See Instruction 10 herein.
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, list the certificate numbers, the
aggregate principal amount of Notes represented by each such certificate, and
the principal amount of Notes tendered with respect to each such certificate
on a separate signed schedule and attach the list to this Letter of
Transmittal.
2
DESCRIPTION OF OLD NOTES
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AGGREGATE
PRINCIPAL
AMOUNT OF
NOTES
REPRESENTED
BY
CERTIFICATE(S)**
PRINCIPAL
NAME(S) AND ADDRESS(ES) OF CERTIFICATE AMOUNT OF
REGISTERED HOLDER(S) (PLEASE FILL NUMBER(S)* NOTES
IN, IF BLANK) TENDERED***
- --------------------------------------------------------------------------------
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PRINCIPAL AMOUNT OF OLD
NOTES TENDERED
- --------------------------------------------------------------------------------
* DOES NOT need to be completed by Holders who are tendering by book-
entry transfer.
** Unless indicated in the column labeled "Principal Amount of Notes
Tendered," any tendering Holder of Old Notes will be deemed to have
tendered the entire principal amount represented by the column labeled
"Aggregate Principal Amount of Notes Represented by Certificate(s)."
*** The minimum permitted tender is $1,000 in principal amount of Old
Notes. All other tenders must be in integral multiples of $1,000.
[_]CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS
HEREINAFTER DEFINED) ONLY):
Name of Tendering Institution: _________________________________________
Account Number: ________________________________________________________
Transaction Code Number: _______________________________________________
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) of Old Notes: __________________________
------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery: ____________________
Window Ticket Number (if available): ___________________________________
Name of Institution which Guaranteed Delivery: _________________________
Account Number (if delivered by book-entry transfer): __________________
[_]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 "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name: __________________________________________________________________
Address: _______________________________________________________________
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3
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5, AND 6)
To be completed ONLY (i) if certificates for Old Notes not tendered, or New
Notes issued in exchange for Old Notes accepted for exchange, are to be issued
in the name of someone other than the undersigned, or (ii) if Old Notes ten-
dered by book-entry transfer which are not exchanged are to be returned by
credit to an account maintained at DTC.
Issue certificate(s) to:
Name ___________________________________________________________________________
(Please Type or Print)
Address ________________________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Zip Code)
- --------------------------------------------------------------------------------
(Taxpayer Identification or Social Security No.)
Credit Old Notes not exchanged and delivered by book-entry transfer to the DTC
account set forth below:
- --------------------------------------------------------------------------------
DTC Account Number
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5, AND 6)
To be completed ONLY if certificates for Old Notes not tendered, or New Notes
issued in exchange for Old Notes accepted for exchange, are to be sent to some-
one other than the undersigned, or to the undersigned at an address other than
that shown above.
Mail certificate(s) to:
Name ___________________________________________________________________________
(Please Type or Print)
Address ________________________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Zip Code)
- --------------------------------------------------------------------------------
(Taxpayer Identification or Social Security No.)
4
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 this
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, or transfer ownership of such Old Notes on the account
books maintained by DTC, to the Company and deliver all accompanying evidences
of transfer and authenticity to, or upon the order of, the Company, (ii)
present certificates for such Old Notes for transfer or evidence of book-entry
transfer of such Old Notes and to transfer the Old Notes on the books of the
Company, and (iii) 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 (i) 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 the
undersigned, (ii) neither the undersigned nor any such other person is
engaging in or intends to engage in a distribution of the New Notes, (iii)
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 (iv) neither the Holder nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company,
or a broker-dealer who receives such New Notes directly from the Company to
resell pursuant to Rule 144A or any other available exemption under the
Securities Act.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance upon interpretations contained in letters issued to third parties by
the staff of the Securities and Exchange Commission (the "SEC") that the New
Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may
be offered for resale, resold, and otherwise transferred by holders thereof
(other than any such holder that is an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act, or a broker-dealer who receives
such New Notes directly from the Company to resell pursuant to Rule 144A or
any other available exemption under the Securities Act), without compliance
with the registration and prospectus delivery provisions of the Securities
Act, provided that such New Notes are acquired in the ordinary course of such
holders' business and such holders are not engaging in and do not intend to
engage in a distribution of the New Notes and have no arrangement or
understanding with any person to participate in a distribution of such New
Notes. 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 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 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 exchange 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.
5
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 (or, in the case of Old Notes tendered by book-entry
transfer, such Old Notes will be credited to an account maintained at DTC),
without expense to the tendering Holder 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 any of 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.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the New Notes issued in exchange for the
Old Notes accepted for exchange and return any Old Notes not tendered or not
exchanged in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, please credit such New Notes and any Old Notes not
tendered or exchanged to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please send the certificates representing the New Notes issued in exchange for
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). In the
event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the certificates representing the
New Notes issued in exchange for Old Notes accepted for exchange in the
name(s) of, and return any Old Notes not tendered or not exchanged and send
said certificates to, the person(s) so indicated or, in the case of a book-
entry transfer of Old Notes, please credit such New Notes and any Old Notes
not tendered or not exchanged to the account indicated above maintained at
DTC. The undersigned recognizes that the Company has no obligation pursuant to
the "Special Payment 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.
6
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
Signature(s) of Holder(s):
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Dated: , 1998 Telephone Number: ( ) ___________
The above lines must be signed by the registered holder(s) of Old Notes
as their name(s) appear(s) on the certificate for the Old Notes or by
person(s) authorized to become registered holder(s) by a properly
completed assignment from the registered holder(s), a copy of which must
be transmitted with this Letter of Transmittal. If 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 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): __________________________________________________________________
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(Please Print)
Capacity (full title): ____________________________________________________
Address: __________________________________________________________________
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(Include Zip Code)
Area Code and Telephone No.: ______________________________________________
Taxpayer Identification or Social Security No.: ___________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTION 4)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE SIGNATURE GUARANTEE IN
SPACE BELOW.
Authorized Signature: _____________________________________________________
Name: _____________________________________________________________________
(Please Print)
Name of Firm: _____________________________________________________________
Address: __________________________________________________________________
---------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.: ______________________________________________
Dated: ______________________________________________________________, 1998
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. This Letter of
Transmittal is to be completed if (i) certificates representing Old Notes are
to be physically delivered to the Exchange Agent herewith by Holders; (ii)
tender of Old Notes is to be made by book-entry transfer to the Exchange
Agent's account at 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 DTC and whose name appears on a
security position listing as the owner of Old Notes; or (iii) tender of 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." Certificates, as well as this Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, a Substitute Form W-9 (or facsimile thereof), and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth above on or prior to 5:00 P.M., New
York City time, on the Expiration Date; provided, however, that book-entry
transfers of Old Notes may be effected in accordance with the procedures
mandated by DTC's Automated Tender Offer Program ("ATOP"). Although delivery
of Old Notes may be effected through ATOP, this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signatures guarantees, or an Agent's Message in lieu of this Letter of
Transmittal, and any other required documents, must in any case be delivered
to and received by the Exchange Agent at its address set forth above on or
prior to the Expiration Date, or the guaranteed delivery procedure set forth
in this Instruction 1 must be complied with.
The method of delivery of the tendered Old Notes, this Letter of
Transmittal, and all other required documents to the Exchange Agent are at the
election and risk of the Holder and, except as otherwise provided below, the
delivery will be deemed made only when actually received or confirmed 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 delivery to the Exchange Agent before the
Expiration Date. 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, or (ii) who cannot deliver their Old Notes, this Letter
of Transmittal, or any other documents required hereby to the Exchange Agent
prior to the Expiration Date, or (iii) who are unable to complete the
procedure for book-entry transfer on a timely basis, must tender their Old
Notes according to the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through a firm or other entity identified in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, as an "eligible guarantor institution,"
including (as such terms are defined therein) (A) a bank; (B) a broker,
dealer, municipal securities broker, municipal securities dealer, government
securities broker, government securities dealer; (C) a credit union; (D) a
national securities exchange, registered securities association or clearing
agency; or (E) a savings association that is a participant in a Securities
Transfer Association recognized program (each of the foregoing being referred
to as an "Eligible Institution"); (ii) prior to 5:00 p.m., New York City time,
on 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 of the Old Notes, the
certificate number or numbers of such Old Notes (unless such Old Notes are to
be tendered via a Book-Entry Confirmation), and the principal amount of Old
Notes tendered, stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the Expiration
Date, (A) either (1) this Letter of Transmittal (or facsimile hereof) together
with the certificate(s) representing the Old Notes or (2) an Agent's Message
delivered in connection with a book-entry transfer, and (B) any other required
documents will be deposited by the Eligible Institution with the Exchange
Agent or otherwise received by the Exchange Agent; and (iii) either (A) such
properly completed and executed Letter of Transmittal (or facsimile hereof)
together with the certificate(s) representing all tendered Old Notes, or (B)
an Agent's Message delivered in connection with a book-entry transfer, and all
other documents required by this Letter of Transmittal, all in proper form for
transfer, must be received by the
8
Exchange Agent within three 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." Any Holder of Old Notes 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 of 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 Company's opinion, be
unlawful. The Company also reserves the right to waive any defects,
irregularities, or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the 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 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 of Old Notes, 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 holder of Old Notes who is not the
registered holder and who wishes to tender should arrange with the registered
holder to execute and deliver this Letter of Transmittal on his behalf or
must, prior to completing and executing this Letter of Transmittal and
delivering his Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such holder's name or obtain a properly
completed assignment from the registered holder.
3. PARTIAL TENDERS; WITHDRAWAL RIGHTS. Tenders of Old Notes will be accepted
only in integral multiples of $1,000 principal amount. If less than the entire
principal amount of any Old Note certificate is tendered, the tendering Holder
should fill in the principal amount tendered in the fourth column of the box
entitled "Description of Old Notes" above. The entire principal amount of Old
Notes set forth on the certificate 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 an Old Note
certificate 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, or, in the case of a book-entry transfer, such Old
Notes certificate and the certificate or certificates representing New Notes
will be credited to an account maintained at DTC, promptly after the Old Note
is accepted for exchange.
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 at its address set forth herein prior to 5:00 p.m., New York City time,
on the Expiration Date. Any such notice of withdrawal must (i) specify the
name of the person having deposited the Old Notes to be withdrawn, (ii)
identify the Old Notes to be withdrawn (including the certificate number),
(iii) 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 (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Exchange Agent register the transfer of such Old Notes
in the name of the person withdrawing the tender, and (iv) specify the name in
which any such Old Notes are to be registered, if different from that of the
person having deposited the Old Notes to be withdrawn. All questions as to the
validity, form, and eligibility (including time of receipt) of such notices
will be determined by the Company, whose determination shall be final and
binding on all parties. Any Old Notes so withdrawn will be deemed not
9
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. Properly withdrawn Old Notes may be retendered by
following one of the procedures described in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering."
4. SIGNATURES ON THE LETTER OF TRANSMITTAL; ENDORSEMENTS; GUARANTEE OF
SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is signed by
the record 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 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 are to be issued (or
any untendered principal amount of Old Notes are to be reissued) to the
registered Holder, then said Holder need not and should not endorse any
tendered Old Notes. In any other case, such Holder must either properly
endorse the Old Notes tendered or transmit a properly completed assignment
with this Letter of Transmittal, with the signatures on the endorsement or
assignment 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 assignments, 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
assignments 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,
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 assignments required by this
Instruction 4 must be guaranteed by an Eligible Institution.
Except as otherwise provided below, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by 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) has (have) not completed the
box set forth herein entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions," or (b) if such Old Notes are
tendered for the account of an Eligible Institution.
5. SPECIAL ISSUANCE 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 any principal amount of Old Notes 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. 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 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 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.
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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. 31 PERCENT BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under United States
federal income tax law, a holder whose tendered Old Notes are accepted for
exchange is required to provide the Exchange Agent with such holder's correct
taxpayer identification number ("TIN") on the Substitute Form W-9 below. If
the Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the holder or other payee to a $50 penalty. In
addition, payments to such holders or other payees with respect to Old Notes
exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked, the holder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31 percent of all payments made prior to the time a properly
certified TIN is provided to the Exchange Agent. The Exchange Agent will
retain such amounts withheld during the 60 day period following the date of
the Substitute Form
W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days
after the date of the Substitute Form W-9, the amounts retained during the 60
day period will be remitted to the holder and no further amounts shall be
retained or withheld from payments made to the holder thereafter. If, however,
the holder has not provided the Exchange Agent with its TIN within such 60 day
period, amounts withheld will be remitted to the IRS as backup withholding. In
addition, 31 percent of all payments made thereafter will be withheld and
remitted to the IRS until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Old Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Old Notes. If the Old Notes are registered in more
than one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
Certain holders (including, among others, corporations, financial
institutions, and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the
face thereof, to avoid possible erroneous backup withholding. A foreign person
may qualify as an exempt recipient by submitting a properly completed IRS Form
W-8, signed under penalties of perjury, attesting to that holder's exempt
status. Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
Backup withholding is not an additional United States Federal income tax.
Rather, the United States federal income tax liability of a person 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.
8. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend,
waive, or modify specified conditions in the Exchange Offer in the case of any
Old Note tendered.
9. MUTILATED, LOST, STOLEN, OR DESTROYED OLD CERTIFICATES. Any tendering
Holder whose certificate(s) representing Old Notes have been mutilated, lost,
stolen, or destroyed should contact the Exchange Agent at the address
indicated herein for further instructions.
10. 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.
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PAYER'S NAME: MANUFACTURERS AND TRADERS TRUST COMPANY
- --------------------------------------------------------------------------------
PART 1: PLEASE PROVIDE
YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW
SUBSTITUTE
-------------------------
IRS FORM W-9 Social Security
Number(s)
PAYERS REQUEST FOR
TAXPAYER OR ______________________
IDENTIFICATION PART 2: CERTIFICATES--Under penalties of perjury, I
certify that:
Employer Identification
Number(s)
------------------------------------------------------
NUMBER ("TIN") (1) The number shown on this form is my correct
taxpayer identification number (or I am waiting
for a number to be issued for me), and
DEPARTMENT OF THE
TREASURY (2) I am not subject to backup with holding be-
INTERNAL REVENUE cause: (a) I am exempt from backup withholding,
SERVICE or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject
to backup withholding.
------------------------------------------------------
PART 3: Awaiting TIN [_]
------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item
(2) above if you have been notified by the IRS that
you are currently subject to backup withholding be-
cause of underreporting interest or dividends on
your tax return. However, if after being notified
by the IRS that you were subject to backup with-
holding you received another notification from the
IRS stating that you are no longer subject to
backup withholding, do not cross out item (2).
SIGNATURE __________________________________________
DATE _______________________________________________
NAME _______________________________________________
(Please Print)
ADDRESS ____________________________________________
----------------------------------------------------
(Include Zip Code)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE CERTIFICATES
SURRENDERED IN CONNECTION WITH THE EXCHANGE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalites of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number within the time of any payment, 31% of all
reportable payments made to me thereafter will be withheld until I provide
a number.
Signature ______________________________ Date __________________________
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Questions and requests for assistance or additional copies of this Letter of
Transmittal may be directed to:
MANUFACTURERS AND TRADERS TRUST COMPANY
Manufacturers and Traders Trust Company
50 Broadway
7th Floor
New York, New York 10004
Attention: Russell T. Whitley
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