EXHIBIT 99.2
LETTER OF TRANSMITTAL
EXTENDICARE HEALTH SERVICES, INC.
OFFER TO EXCHANGE
REGISTERED 9 1/2% SENIOR NOTES DUE 2010
FOR ANY AND ALL OUTSTANDING
UNREGISTERED 9 1/2% SENIOR NOTES DUE 2010
PURSUANT TO THE PROSPECTUS DATED ___________, 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
___________________, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
The Exchange Agent for the Exchange Offer is:
U.S. Bank, N.A.
By Facsimile Transmission
------------------------- By Registered or Certified Mail,
(For Eligible Institutions Only): Hand or Overnight Courier:
(651) 244-1537 --------------------------
U.S. Bank Trust Center
Confirm by Telephone: 180 East Fifth Street
-------------------- St. Paul, MN 55101
(800) 934-6802 Attention: Specialized Finance Group
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING
THIS LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated ______________, 2002 (the "Prospectus"), of Extendicare
Health Services, Inc., a Delaware corporation (the "Company"), and certain of
its direct and indirect subsidiaries, and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange its 9 1/2% Senior Notes due 2010 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of the Company's issued and outstanding unregistered
9 1/2% Senior Notes due 2010 (the "Old Notes").
For each Old Note accepted for exchange, the Holder of such Old Note
will receive a New Note having a principal amount equal to that of the
surrendered Old Note. The New Notes will bear interest from the most recent date
to which interest has been paid on the Old Notes or, if no interest has been
paid on the Old Notes, from June 28, 2002. Accordingly, registered Holders of
New Notes on the relevant record date for the first interest payment date
following the consummation of the Exchange Offer will receive interest accrued
from the most recent date to which interest has been paid or, if no interest has
been paid, from June 28, 2002. However, if that record date occurs prior to
completion of the Exchange Offer, then the interest payable on the first
interest payment date following
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the completion of the Exchange Offer will be paid to the registered Holders of
the Old Notes on that record date. Old Notes accepted for exchange will cease to
accrue interest from and after the date of consummation of the Exchange Offer
and will be cancelled. Holders of Old Notes whose Old Notes are accepted for
exchange will not receive any payment in respect of accrued interest on such Old
Notes otherwise payable on any interest payment date the record date for which
occurs on or after consummation of the Exchange Offer.
This Letter is to be completed by a Holder of Old Notes either if (1)
certificates are to be forwarded herewith or (2) tenders are to be made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant
to the procedures set forth in "The Exchange Offer -- Book-Entry Transfer"
section of the Prospectus. Holders of Old Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Notes according
to the guaranteed delivery procedures set forth in "The Exchange Offer -
Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1.
Delivery of documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent.
Tenders by book-entry transfer also may be made by delivering an
Agent's Message in lieu of this Letter. The term "Agent's Message" means a
message, transmitted by the Book-Entry Transfer Facility to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation, which states
that the Book-Entry Transfer Facility has received an express acknowledgment
from the tendering participant, which acknowledgment states that such
participant has received and agrees to be bound by this Letter and the Company
may enforce this Letter against such participant.
As used in this Letter, 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, with respect to interests in global notes held by DTC, any DTC
participant listed in an official DTC proxy. The undersigned has completed the
appropriate boxes below and signed this Letter to indicate the action the
undersigned desires to take with respect to the Exchange Offer.
2
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD NOTES TENDERED
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NAME(S) AND ADDRESS(ES) OF AGGREGATE
REGISTERED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* OF OLD NOTES TENDERED**
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- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Total
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* Do not complete if Old Notes are being tendered by book-entry transfer.
** A holder will be deemed to have tendered ALL Old Notes unless a lesser
amount is specified in this column. See Instruction 2. Old Notes tendered
hereby must be in denominations of principal amount of $1,000 and any
integral multiples thereof. See Instruction 1.
|_| 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
---------------------------------------------
Account Number Transaction Code Number
----------- -----------------------
|_| CHECK HERE 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 Delivered by Book-Entry Transfer, Complete the Following:
Account Number Transaction Code Number
-------------------- ---------------
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
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Address:
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3
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated on page 3 of this Letter. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Old Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered Old Notes, with full power of substitution, among
other things, to cause the Old Notes to be assigned, transferred and exchanged.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes, and to
acquire the New Notes issuable upon the exchange of such tendered Old Notes, and
that, when the same are accepted for exchange, 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 accepted
by the Company. The undersigned hereby further represents that: (1) 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, (2) neither the Holder of such
Old Notes nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such New Notes, and (3) neither the
Holder of such Old Notes or any such other person is an "affiliate," as defined
in Rule 405 under the Securities Act, of the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes 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), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Holders are not broker-dealers, such New
Notes are acquired in the ordinary course of such Holders' business and such
Holders have no arrangement or understanding with any person to participate in
the distribution of such New Notes. However, the SEC has not considered the
Exchange Offer in the context of a no-action letter and there can be no
assurance that the staff of the SEC would make a similar determination with
respect to the Exchange Offer as in other circumstances. If the undersigned is
not a broker-dealer, then the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of the New Notes. If any Holder
is an affiliate of the Company, or has any arrangement or understanding with
respect to the distribution of the New Notes to be acquired pursuant to the
Exchange Offer, such Holder (i) cannot rely on the applicable interpretations of
the staff of the SEC, (ii) is not entitled and will not be permitted to tender
Old Notes in the Exchange Offer and (iii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction. If the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes, it represents that the Old
Notes to be exchanged for the New Notes were acquired by it as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes; however, by so acknowledging and
by delivering a prospectus meeting the requirements of the
4
Securities Act, 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 reasonably deemed by the Company to be necessary or desirable to
complete the sale, assignment and transfer of the Old Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer - Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes Tendered."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES TENDERED" ON PAGE 3 OF THIS LETTER AND SIGNING THIS LETTER, WILL BE DEEMED
TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ON PAGE 3 OF THIS
LETTER.
5
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if Old Notes not exchanged and/or New Notes are to
be issued in the name of someone other than the undersigned, or if Old Notes
delivered by book-entry transfer which are not accepted for exchange are to be
returned by credit to an account maintained at the Book-Entry Transfer Facility
other than the account indicated above.
Issue: |_| New Notes
|_| Old Notes
Name(s)
-----------------------------------------
(Please Type or Print)
-----------------------------------------
Address
-----------------------------------------
-----------------------------------------
Taxpayer Identification or Social Security No.
- ------------------------------------------------------
|_| Credit unexchanged Old Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
- ------------------------------------------------------
(Book-Entry Transfer Facility Account Number,
if applicable)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if Old Notes not exchanged and/or New Notes are to
be sent to someone other than the undersigned, or to the undersigned at an
address other than shown in the box entitled "Description of Old Notes Tendered"
on this Letter.
Mail: |_| New Notes
|_| Old Notes
Name(s)
-----------------------------------------
(Please Type or Print)
-----------------------------------------
Address
-----------------------------------------
-----------------------------------------
6
ALL TENDERING HOLDERS PLEASE SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON NEXT PAGE)
x , 2002
------------------------------------ ----------------------------
Date
x , 2002
------------------------------------ ----------------------------
Date
Area Code and Telephone Number
-----------------------------------------------
This Letter must be signed by the registered holder(s) or DTC
participant(s) exactly as the name(s) appear(s) on the Old Notes or on a
security position listing or by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith. If signature is by
a trustee, executor, administrator, guardian, officer or other person acting in
a fiduciary or representative capacity, please provide the following
information. See Instruction 3.
Name(s):
---------------------------------------------------------------------
(Please Type or Print)
Capacity (full title):
-------------------------------------------------------
Address:
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- ------------------------------------------------------------------------------
Taxpayer Identification or Social Security No.:
------------------------------
- ------------------------------------------------------------------------------
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed
By an Eligible Institution:
--------------------------------------------------
(Authorized Signature)
Name and Title:
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Name of Firm:
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Dated: , 2002
---------------
IMPORTANT: THIS LETTER (OR A FACSIMILE HEREOF), TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
7
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
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PAYOR'S NAME: U.S. BANK, N.A.
- ---------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TAXPAYER Social security number
FORM W-9 IDENTIFICATION NUMBER IN THE BOX AT RIGHT
AND CERTIFY BY SIGNING AND DATING BELOW. ------------------------------
If Old Notes are held in more than OR
one name, see the Guidelines for Employer Identification number
Certification of Taxpayer
Identification Number on Substitute ------------------------------
W-9 to determine which number you
must provide.
DEPARTMENT OF THE TREASURY Part 2 -- FOR PAYEES EXEMPT FROM BACK WITHHOLDING (See the
INTERNAL REVENUE SERVICE Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9).
PAYOR'S REQUEST FOR Part 3 -- CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I
TAXPAYER IDENTIFICATION CERTIFY THAT:
NUMBER AND CERTIFICATION
(1) the number shown on this form is my correct taxpayer
identification number
(or I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding either because:
(a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue Service that I
am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the
Internal Revenue Service has notified me that I am no longer
subject to backup withholding; and
(3) I am a U.S. Person (including a resident alien).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO
AVOID BACKUP WITHHOLDING.
SIGNATURE
-----------------------------------
PRINTED NAME
--------------------------------
DATE
----------------------
You must cross out item (2) of the above certification if you have been
notified by the Internal Revenue Service that you are subject to
backup withholding because you failed to report all interest and
dividends on your tax return.
- ---------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING
A TAXPAYER IDENTIFICATION NUMBER.
- ---------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) 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 (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 30 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
Signature Date
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8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND SENIOR NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter is to be completed by Holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer - Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter (or manually signed
facsimile hereof), with any required signature guarantees, and any other
documents required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
Holder must comply with the guaranteed delivery procedures set forth below. Old
Notes tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiples thereof.
Holders who tender their Old Notes by delivering an Agent's Message do
not need to submit this Letter.
Holders whose certificates for Old Notes are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer
- - Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such
procedures, (i) such tender must be made through an Eligible Institution (as
defined below), (ii) prior to 5:00 P.M., New York City time, on the Expiration
Date, the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed letter (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the Holder of Old Notes and the amount of Old Notes tendered stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange ("NYSE") trading days after the Expiration Date, the
certificates for all physically tendered Old Notes, in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, and any other documents
required by this Letter will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) the certificates for all physically tendered Old
Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case
may be, and all other documents required by this Letter, are received by the
Exchange Agent within three NYSE trading days after the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER, THE OLD NOTES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Old Notes evidenced by a submitted certificate
are to be tendered, the tendering Holder(s) should fill in the aggregate
principal amount of the Old Notes to be tendered in the
9
box above entitled "Description of Old Notes Tendered--Principal Amount
Tendered." A reissued certificate representing the balance of non-tendered Old
Notes will be sent to such tendering Holder, unless otherwise provided in the
appropriate box on this Letter promptly after the Expiration Date. All of the
Old Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered Holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever. If this Letter is
signed by a participant in DTC, the signature must correspond with the name as
it appears on the security position listing as the owner of the Old Notes.
If any tendered Old Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Old Notes are registered in different names, it will be
necessary to complete, sign and submit as many separate copies of this Letter as
there are different registrations of Old Notes.
When this Letter is signed by the registered Holder(s) of the Old Notes
specified herein and tendered hereby, no endorsements of the tendered Old Notes
or separate bond powers are required. If, however, the New Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the registered Holder, then endorsements of any Old Notes transmitted hereby or
separate bond powers are required. Signatures on the Old Notes or bond power
must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered
Holder(s) of any Old Notes specified herein, such Old Notes must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered Holder or Holders appear(s) on the Old Notes (or
security position listing) and signatures on the Old Notes or bond power must be
guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company, must
submit proper evidence satisfactory to the Company of their authority to so act.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by a firm or other entity identified in Rule
17Ad-15 under the Exchange Act as an "eligible guarantor institution," including
(as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal
securities broker or dealer or government securities broker or dealer, (iii) a
credit union, (iv) a national securities exchange, registered securities
association or clearing agency, or (v) a savings association that is a
participant in a Securities Transfer Association (an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution if the Old Notes are tendered: (i) by a registered Holder of Old
Notes (which term, for purposes of the Exchange Offer, includes any participant
in the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of such Old Notes) who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on this
Letter, or (ii) for the account of an Eligible Institution.
10
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Old Notes should indicate in the applicable box on
page 6 of this Letter the name and address to which New Notes issued pursuant to
the Exchange Offer and/or substitute certificates evidencing Old Notes not
exchanged are to be issued or sent, if different from the name or address of the
person signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must also
be indicated. Holders tendering Old Notes by book-entry transfer may request
that Old Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such note Holder may designate hereon. If no
such instructions are given, such Old Notes not exchanged will be returned to
the name and address of the person signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering Holder whose
Old Notes are accepted for exchange must provide the Company (as payor) with
such Holder's correct Taxpayer Identification Number ("TIN") on the substitute
Form W-9 on page 8 of this Letter, which in the case of a tendering Holder who
is an individual, is his or her social security number. If the Company is not
provided with the current TIN or an adequate basis for an exemption from backup
withholding, such tendering Holder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, the Exchange Agent maybe required to
withhold 30 percent of the amount of any reportable payments made after the
exchange to such tendering Holder of New Notes. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt Holders of Old Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt Holders, other than foreign individuals, should
furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 and
sign, date and return the form to the Exchange Agent. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for additional instructions. If the tendering
Holder of Old Notes is a nonresident alien or foreign entity not subject to
backup withholding, such Holder must give the Exchange Agent a completed Form
W-8 Certificate of Foreign Status.
To prevent backup withholding, each tendering Holder of Old Notes must
provide its correct TIN by completing the Substitute Form W-9 on page 8 of this
Letter, certifying, under penalties of perjury, that the TIN provided is correct
(or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from
backup withholding, or (ii) the Holder has not been notified by the Internal
Revenue Service that such Holder is subject to backup withholding as a result of
a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the Holder that such Holder is no longer subject to backup
withholding. If the Old Notes are in more than one name or are not in the name
of the actual owner, such Holder should consult the W-9 Guidelines for
information on which TIN to report. Failure to provide the information on the
form may subject the Holder to 30 percent federal income tax backup withholding
on all reportable payments to the Holder. If such Holder does not have a TIN,
such Holder should consult the W-9 Guidelines for instructions on applying for a
TIN, apply for a TIN and write "applied for" in lieu of its TIN in Part 1 of the
Substitute Form W-9. Writing "applied for" on the form means that such Holder
has already applied for a TIN or that such Holder intends to apply for one in
the near future. If "applied for" is written in Part 1 of the Substitute Form
W-9 and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will withhold 30 percent of all reportable payments to the Holder
thereafter until a TIN is provided to the Exchange Agent.
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6. TRANSFER TAXES.
The tendering Holders are obligated to pay all transfer taxes, if any,
applicable to the transfer of Old Notes pursuant to the Exchange Offer. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, 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 specified in this Letter.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Notes nor shall any of them incur any liability for failure to
give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any Holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the procedures for replacing mutilated, lost, stolen or destroyed
certificates have been followed.
9. WITHDRAWAL RIGHTS.
Tenders of Old Notes may be withdrawn at any time prior to 5:00 P.M.,
New York City time, on the Expiration Date. For a withdrawal of a tender of Old
Notes to be effective, a written notice of withdrawal must be received by the
Exchange Agent at the address on page 1 of this Letter 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 tendered the Old Notes to be withdrawn
(the "Depositor"), (ii) identify the Old Notes to be withdrawn (including
certificate number or numbers and the principal amount of such Old Notes), (iii)
contain a statement that such Holder is withdrawing his election to have such
Old Notes exchanged, (iv) be signed by the Holder in the same manner as the
original signature on the Letter by which such Old Notes were tendered
(including any required signature guarantees) or be accompanied by documents of
transfer to have the Trustee with respect to the Old Notes register the transfer
of such Old Notes in the name of the person withdrawing the tender and (v)
specify the name in which such Old Notes are registered, if different from that
of the Depositor. If Old Notes have been tendered pursuant to the procedure for
book-entry transfer set forth in "The Exchange Offer - Book-Entry Transfer"
section of the Prospectus, any notice of withdrawal must specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Old Notes and otherwise comply with the procedures of such
facility.
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 to have been validly tendered for exchange for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes
that have been tendered for exchange but
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which are not exchanged for any reason will be returned to the Holder thereof
without cost to such Holder (or, in the case of Old Notes tendered by book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer Facility
pursuant to the book-entry transfer procedures set forth in "The Exchange Offer
- - Book-Entry Transfer" section of the Prospectus, such Old Notes will be
credited to an account maintained with the Book-Entry Transfer Facility for the
Old Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Old Notes may be
retendered by following the procedures described above at any time on or prior
to 5:00 P.M., New York City time, on the Expiration Date.
10. IRREGULARITIES.
The Company will determine, in its sole discretion, all questions as to
the form, validity, eligibility (including time of receipt) and acceptance for
exchange of any tender of Old Notes, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
of any particular Old Notes not properly tendered or to not accept any
particular Old Notes which acceptance might, in the judgment of the Company or
its counsel, be unlawful. The Company also reserves the absolute right, in its
sole discretion, to waive any defects or irregularities or conditions of the
Exchange Offer as to any particular Old Notes either before or after the
Expiration Date (including the right to waive the ineligibility of any Holder
who seeks to tender Old Notes in the Exchange Offer). The interpretation of the
terms and conditions of the Exchange Offer as to any particular Old Notes either
before or after the Expiration Date (including the Letter and the instructions
thereto) by the Company shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with the tender of Old Notes
for exchange must be cured within such reasonable period of 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 any defect or irregularity with
respect to any tender of Old Notes for exchange, nor shall any of them incur any
liability for failure to give such notification.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter, the Notice of Guaranteed
Delivery and other related documents may be directed to the Exchange Agent, at
the address and telephone number indicated on page 1 of this Letter.
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