EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
13% Senior Discount Notes due 2010
of
MUZAK HOLDINGS LLC
AND
MUZAK HOLDINGS FINANCE CORP.
Pursuant to the Prospectus Dated , 1999
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [ ], 1999 UNLESS EXTENDED (THE "EXPIRATION DATE").
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PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed, and submitted to State Street Bank & Trust Company
(the "Exchange Agent"):
By Registered or Certified Mail or Overnight Courier:
State Street Bank & Trust Company
2 Avenue de Lafayette
5th Floor
Boston, MA 02111
Attn: [ ]
By Facsimile:
(For Eligible Institutions only)
( ) -
Confirm by telephone: ( ) - [name]
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY
ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (800)
____________ OR BY FACSIMILE AT ( ) - .
The undersigned hereby acknowledges receipt of the Prospectus dated [ ],
1999 (the "Prospectus") of Muzak Holdings LLC, a Delaware limited liability
company ("Muzak Holdings") and Muzak Holdings Finance Corp. ("Holdings Finance"
and, together with Muzak Holdings, the "Issuers"), and this Letter of
Transmittal (the "Letter of Transmittal"), that together constitute the Issuers'
offer (the "Exchange Offer") to exchange $1,000 in principal amount of its
Series B 13% Senior Discount Notes due 2010 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (together with the rules
and regulations promulgated thereunder, the "Securities Act"), pursuant to a
Registration Statement for each $1,000 in principal amount of its outstanding
13% Senior Discount Notes due 2010 (the "Notes"), of which $75,000,000 aggregate
principal amount at maturity is outstanding.
This Letter of Transmittal is to be used by holders of Notes if (i)
certificates representing Notes are to be physically delivered to the Exchange
Agent herewith by such holders; (ii) tender of 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") pursuant to the procedures set forth under the
caption "The Exchange Offer - Procedures for Tendering" in the
Prospectus; or (iii) tender of Notes is to be made according to the guaranteed
delivery procedures set forth under the caption "The Exchange Offer - Guaranteed
Delivery Procedures" in the Prospectus; and, in each case, instructions are not
being transmitted through the Depository Trust Company Automated Tender Offer
Program ("ATOP").
Holders of Notes that are tendering by book-entry transfer to the Exchange
Agent's account at the Book-Entry Transfer Facility can execute the tender
through ATOP for which the transaction will be eligible. The Book-Entry Transfer
Facility participants that are accepting the Exchange Offer must transmit their
acceptances to the Book-Entry Transfer Facility which will verify the acceptance
and execute a book-entry delivery to the Exchange Agent's account at the Book-
Entry Transfer Facility. The Book-Entry Transfer Facility will then send an
Agent's Message to the Exchange Agent for its acceptance. Delivery of the
Agent's Message by the Book-Entry Transfer Facility will satisfy the terms of
the Exchange Offer as to execution and delivery of a Letter of Transmittal by
the participant identified in the Agent's Message.
The undersigned hereby tenders the Notes described in Box 1 below (the
"Tendered Notes") pursuant to the terms and conditions described in the
Prospectus and this Letter of Transmittal. The undersigned is the registered
owner of all the Tendered Notes and the undersigned represents that it has
received from each beneficial owner of the Tendered Notes ("Beneficial Owners"),
as described in Box 2 below, a duly completed and executed form of "Instructions
to Registered Holder and/or Book-Entry Transfer Facility Participant from
Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the Tendered
Notes, the undersigned hereby exchanges, assigns, and transfers to, or upon the
order of, the Issuers, all right, title, and interest in, to, and under the
Tendered Notes.
Please issue the New Notes exchanged for Tendered Notes in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions" below (Box 3), please send or cause to be sent the certificates
for the New Notes (and accompanying documents, as appropriate) to the
undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the Tendered Notes, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver the Tendered Notes to the Issuers or cause ownership of the Tendered
Notes to be transferred to, or upon the order of, the Issuers, on the books of
the registrar for the Notes and deliver all accompanying evidences of transfer
and authenticity to, or upon the order of, the Issuers upon receipt by the
Exchange Agent, as the undersigned's agent, of the New Notes to which the
undersigned is entitled upon acceptance by the Issuers of the Tendered Notes
pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Tendered Notes, all in
accordance with the terms of the Exchange Offer.
The undersigned understands that tenders of Notes pursuant to the
procedures described under the caption "The Exchange Offer" in the Prospectus
and in the instructions hereto will constitute a binding agreement between the
undersigned and the Issuers upon the terms and subject to the conditions of the
Exchange Offer, subject only to withdrawal of such tenders on the terms set
forth in the Prospectus under the caption "The Exchange Offer - Withdrawal of
Tenders." All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and any Beneficial Owner(s), and
every obligation of the undersigned or any Beneficial Owners hereunder shall be
binding upon the heirs, representatives, successors, and assigns of the
undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the Tendered
Notes and that the Issuers will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, and adverse
claims when the Tendered Notes are acquired
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by the Issuers as contemplated herein. The undersigned and each Beneficial Owner
will, upon request, execute and deliver any additional documents reasonably
requested by the Issuers or the Exchange Agent as necessary or desirable to
complete and give effect to the transactions contemplated hereby.
The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the New Notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned and any Beneficial Owner(s) in the ordinary course of business
of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each
Beneficial Owner are not engaging, do not intend to engage, and have no
arrangement or understanding with any person to participate, in the distribution
of the New Notes, (iii) except as otherwise disclosed in writing herewith,
neither the undersigned nor any Beneficial Owner is an "affiliate," as defined
in Rule 405 under the Securities Act, of the Issuers, and (iv) the undersigned
and each Beneficial Owner acknowledge and agree that any person participating in
the Exchange Offer with the intention or for the purpose of distributing the New
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale of the New Notes
acquired by such person and cannot rely on the position of the Staff of the
Securities and Exchange Commission (the "Commission") set forth in the no-action
letters that are discussed in the section of the Prospectus entitled "The
Exchange Offer - Resale of the Exchange Notes." In addition, by accepting the
Exchange Offer, the undersigned hereby (i) represents and warrants that, if the
undersigned or any Beneficial Owner of the Notes is a Participating Broker-
Dealer, such Participating Broker-Dealer acquired the Notes for its own account
as a result of market-making activities or other trading activities and has not
entered into any arrangement or understanding with either of the Issuers or any
affiliate of either of the Issuers (within the meaning of Rule 405 under the
Securities Act) to distribute the New Notes to be received in the Exchange
Offer, and (ii) acknowledges that, by receiving New Notes for its own account in
exchange for Notes, where such Notes were acquired as a result of market-making
activities or other trading activities, such Participating Broker-Dealer will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes.
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
"Use of Guaranteed Delivery" BELOW (Box 4).
[_] CHECK HERE IF TENDERED 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 "Use of Book-Entry Transfer" BELOW (Box 5).
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE
BOXES
______________________________________________________________________________________________________________________________
BOX 1
DESCRIPTION OF NOTES TENDERED
(Attach additional signed pages, if necessary)
______________________________________________________________________________________________________________________________
Name(s) and Address(es) of Registered Note Aggregate Principal
Holder(s), exactly as name(s) appear(s) on Amount
Note Certificate(s) Certificate Represented By Aggregate Principal
(Please fill in, if blank) Number(s) Of Notes* Certificates Amount Tendered**
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
Total
==============================================================================================================================
* Need not be completed by persons tendering by book-entry transfer.
** The minimum permitted tender is $1,000 in principal amount of Notes. All other tenders must be in integral multiples of
$1,000 of principal amount. Unless otherwise indicated in this column, the principal amount of all Note Certificates
identified in this Box 1 or delivered to the Exchange Agent herewith shall be deemed tendered. See Instruction 4.
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
BOX 2
BENEFICIAL OWNER(S)
______________________________________________________________________________________________________________________________
State of Principal Residence of Each Beneficial Owner of Principal Amount of Tendered Notes Held for Account
Tendered Notes of Beneficial Owner
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
BOX 3
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if New Notes exchanged for Notes and untendered Notes are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown above.
Mail New Note(s) and any untendered Notes to:
Name(s):______________________________________________________________________________________________________________________
(please print)
Address:______________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
(include Zip Code)
Tax Identification or
Social Security No.:__________________________________________________________________________________________________________
______________________________________________________________________________________________________________________________
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_______________________________________________________________________________
BOX 4
USE OF GUARANTEED DELIVERY
(SEE INSTRUCTION 2)
To be completed ONLY if notes are being tendered by means of a notice of
guaranteed delivery.
Name(s) of Registered Holder(s):____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
_______________________________________________________________________________
_______________________________________________________________________________
BOX 5
USE OF BOOK-ENTRY TRANSFER
(SEE INSTRUCTION 1)
To be completed ONLY if delivery of tendered notes is to be made by
book-entry transfer.
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
_______________________________________________________________________________
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BOX 6
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-9
-----------------------------------------
X ______________________________________________________________________________
X ______________________________________________________________________________
(Signature of Registered Holder(s) or Authorized Signatory)
Note: The above lines must be signed by the registered holder(s) of Notes
as their name(s) appear(s) on the Notes or by persons(s) authorized to become
registered holder(s) (evidence of which authorization must be transmitted with
this Letter of Transmittal). If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer, or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title below. See Instruction 5.
Name: __________________________________________________________________________
(please print)
Title: _________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(include Zip Code)
Area Code and Telephone Number: ________________________________________________
Signature Guarantee
(If required by Instruction 5)
X ______________________________________________________________________________
(Authorized Signature)
Name of Firm: __________________________________________________________________
(Must be an Eligible Institution as defined in Instruction 2)
Name(s): _______________________________________________________________________
Capacity: _______________________________________ Dated: _____________________
Street Address:_________________________________________________________________
________________________________________________________________________________
(include Zip Code)
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____________________________________________________________________________________________________________________________________
BOX 7
BROKER-DEALER STATUS
Area Code and Telephone Number:_____________________________________________________________________________________________________
[_] Check this box if the Beneficial Owner of the Notes is a Participating Broker-Dealer and such Participating Broker-Dealer
acquired the Notes for its own account as a result of market-making activities or other trading activities.
Tax Identification or Social Security Number:_______________________________________________________________________________________
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
PAYORS' NAMES: MUZAK HOLDINGS LLC AND
MUZAK HOLDINGS FINANCE CORP.
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SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TAXPAYER Social Security Number
Form W-9 IDENTIFICATION NUMBER ("TIN") IN THE or TIN
BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW.
Department of the Treasury ________/_________/_________
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Internal Revenue Service
Part 2 - Check the box if you are NOT subject to backup withholding under the provisions of
section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified
Payer's Request for that you are subject to backup withholding as a result of failure to report all intere st or
Taxpayer Identification dividends or (2) the Internal Revenue Service has notified you that you are no longer
Number (TIN) subject to backup withholding. [_]
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CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT, AND COMPLETE.
Part 3 ____
SIGNATURE:______________________________ DATE:__________ Awaiting TIN -> [_]
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Name (if joint names, list first and circle the name of the person or entity whose number
you enter in Part 1 below. See instructions if your name has changed. )
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Address:
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City, State and ZIP Code
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List account number(s) here (optional
___________________________________________________________________________________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR VERIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FAILURE TO
COMPLETE AND RETURN THIS FORM ANY RESULT IN BACKUP FOR ADDITIONAL
DETAILS.
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Notes. A properly completed
and duly executed copy of this Letter of Transmittal, including Substitute Form
W-9, and any other documents required by this Letter of Transmittal must be
received by the Exchange Agent at its address set forth herein, and either
certificates for Tendered Notes must be received by the Exchange Agent at its
address set forth herein or such Tendered Notes must be transferred pursuant to
the procedures for book-entry transfer described in the Prospectus under the
caption "The Exchange Offer - Procedures for Tendering" (and a confirmation of
such transfer received by the Exchange Agent), in each case prior to 5:00 p.m.,
New York City time, on the Expiration Date. The method of delivery of
certificates for Tendered Notes, this Letter of Transmittal and all other
required documents to the Exchange Agent is at the election and risk of the
tendering holder and the delivery will be deemed made only when actually
received by the Exchange Agent. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. 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 Notes should be sent to the Issuers.
Neither the Issuers nor the registrar is under any obligation to notify any
tendering holder of the Issuers' acceptance of Tendered Notes prior to the
closing of the Exchange Offer.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Notes
but whose Notes are not immediately available, and who cannot deliver their
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent, or who cannot complete the procedures for book-entry transfer,
prior to the Expiration Date, must tender their Notes according to the
guaranteed delivery procedures set forth below, including completion of Box 4.
Pursuant to such procedures: (i) such tender must be made by or through a firm
which is a member of a recognized Medallion Program approved by the Securities
Transfer Association Inc. (an "Eligible Institution") and the Notice of
Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration
Date, the Exchange Agent must have received from the holder and 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(s) of the Tendered Notes and the
principal amount of Tendered Notes, stating that the tender is being made
thereby and guaranteeing that, within three New York Stock Exchange trading days
after the Expiration Date, this Letter of Transmittal, or facsimile thereof, or
in the case of a book-entry transfer, an agent's message, together with the
certificate(s) representing the Tendered Notes, or a confirmation of book-entry
transfer of such notes into the Exchange Agent's account at the Book-Entry
Transfer Facility, and any other documents required by this Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent; and (iii) the certificate(s) representing all Tendered Notes in proper
form for transfer, or a confirmation of a book-entry transfer of such Tendered
Notes into the Exchange Agent's account at the Book Entry Transfer Facility,
together with a Letter of Transmittal, or facsimile thereof, properly completed
and duly executed with any required signature guarantees, or in the case of a
book-entry transfer, an agent's message, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the Expiration Date. Any
holder who wishes to tender Notes pursuant to the guaranteed delivery procedures
described above must ensure that the Exchange Agent receives the Notice of
Guaranteed Delivery relating to such Notes prior to 5:00 p.m., New York City
time, on 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
an Eligible Holder who attempted to use the guaranteed delivery process.
3. Beneficial Owner Instructions to Registered Holders. Only a holder in
whose name Tendered Notes are registered on the books of the registrar (or the
legal representative or attorney-in-fact of such registered holder) may execute
and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered Notes
who is not the registered holder must arrange promptly with the registered
holder to execute and deliver this Letter of Transmittal on his or her behalf
through the execution and delivery to the registered holder of the Instructions
to Registered Holder and/or Book-Entry Transfer Facility Participant from
Beneficial Owner form accompanying this Letter of Transmittal.
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4. Partial Tenders. Tenders of Notes will be accepted only in integral
multiples of $1,000 in principal amount. If less than the entire principal
amount of Notes held by the holder is tendered, the tendering holder should fill
in the principal amount tendered in the columns labeled "Aggregate Principal
Amount Tendered" of the box entitled "Description of Notes Tendered" (Box 1)
above . The entire principal amount of Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Notes held by the holder is not tendered, then Notes for
the principal amount of Notes not tendered and New Notes issued in exchange for
any Notes tendered and 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, as soon as practicable following the
Expiration Date.
5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Notes, the signature must correspond with
the name(s) as written on the face of the Tendered Notes without alteration,
enlargement or any change whatsoever.
If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Notes are held in different names, it will be necessary to complete, sign and
submit as many separate copies of the Letter of Transmittal as there are
different names in which Tendered Notes are held.
If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Notes, and New Notes issued in exchange therefor are to be issued (and
any untendered principal amount of Notes is to be reissued) in the name of the
registered holder(s), then such registered holder(s) need not and should not
endorse any Tendered Notes, nor provide a separate bond power. In any other
case, such registered holder(s) must either properly endorse the Tendered Notes
or transmit a properly completed separate bond power with this Letter of
Transmittal, with the signature(s) on the endorsement or bond power guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Notes, such Tendered Notes must be endorsed
or accompanied by appropriate bond powers, in each case, signed as the name(s)
of the registered holder(s) appear(s) on the Tendered Notes, with the
signature(s) on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any Tendered Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Issuers, evidence satisfactory to the Issuers of their authority to so act must
be submitted with this Letter of Transmittal.
Endorsements on Tendered Notes or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Tendered Notes are tendered (i) by a registered holder
who has not completed the box set forth herein entitled "Special Delivery
Instructions" (Box 3) or (ii) by an Eligible Institution.
6. Special Delivery Instructions. Tendering holders should indicate, in the
applicable box (Box 3), the name and address to which the New Notes and/or
substitute Notes for principal amounts not tendered or not accepted for exchange
are to be 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.
7. Transfer Taxes. The Issuers will pay all transfer taxes, if any,
applicable to the exchange of Tendered Notes pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the transfer and
exchange of Tendered Notes pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether
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imposed on the registered holder or on any other person) 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 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Notes listed in this Letter of
Transmittal.
8. Tax Identification Number. Federal income tax law requires that the
holder(s) of any Tendered Notes which are accepted for exchange must provide the
Issuers (as payor) with their correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual, is his or her social
security number. If the Issuers are not provided with the correct TIN, the
Holder may be subject to backup withholding and a $50 penalty imposed by the
Internal Revenue Service. (If withholding results in an over-payment of taxes, a
refund may be obtained.) Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
To prevent backup withholding, each holder of Tendered Notes must provide
such holder's correct TIN by completing the Substitute Form W-9 set forth
herein, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN), and that (i) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result of
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified the holder that such holder is no longer subject to backup
withholding. If the Tendered Notes are registered in more than one name or are
not in the name of the actual owner, consult the "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for information on
which TIN to report.
The Issuers reserve the right in their sole discretion to take whatever
steps are necessary to comply with the Issuers' obligation regarding backup
withholding.
9. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Tendered
Notes will be determined by the Issuers in their sole discretion, which
determination will be final and binding. The Issuers reserve the absolute right
to reject any and all Tendered Notes not properly tendered or any Tendered Notes
the Issuers' acceptance of which would, in the opinion of the Issuers' counsel,
be unlawful. The Issuers also reserve the right to waive any defects,
irregularities or conditions of tender as to particular Tendered Notes. The
Issuers may not waive any condition to the Exchange Offer unless such condition
is legally waiveable. In the event such a waiver by the Issuers gives rise to
the legal requirement to do so, the Issuers will hold the Exchange Offer open
for at least five business days thereafter. The Issuers' 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 Notes must be cured
within such time as the Issuers shall determine. Although the Issuers intend to
notify holders of defects or irregularities with respect to tenders of Notes,
neither the Issuers, the Exchange Agent nor any other person shall incur any
liability for failure to give such notification. Tenders of Notes will not be
deemed to have been made until such defects or irregularities have been cured or
waived. Any Tendered 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.
10. Waiver of Conditions. The Issuers reserve the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Tendered Notes.
11. No Conditional Tender. No alternative, conditional, irregular, or
contingent tender of Notes or transmittal of this Letter of Transmittal will be
accepted.
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12. Mutilated, Lost, Stolen or Destroyed Notes. Any tendering Holder whose
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated herein for further instructions.
13. 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
indicated herein. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.
14. Acceptance of Tendered Notes and Issuance of Notes; Return of Notes.
Subject to the terms and conditions of the Exchange Offer, the Issuers will
accept for exchange all validly tendered Notes as soon as practicable after the
Expiration Date and will issue New Notes therefor as soon as practicable
thereafter. For purposes of the Exchange Offer, the Issuers shall be deemed to
have accepted tendered Notes when, as and if the Issuers have given written or
oral notice (immediately followed in writing) thereof to the Exchange Agent. If
any Tendered Notes are not exchanged pursuant to the Exchange Offer for any
reason, such unexchanged Notes will be returned, without expense, to the
undersigned at the address shown in Box 1 or at a different address as may be
indicated herein under "Special Delivery Instructions" (Box 3).
15. Withdrawal. Tenders may be withdrawn only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offer- Withdrawal of
Tenders."
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