Exhibit 99.1
LETTER OF TRANSMITTAL
TO TENDER
OUTSTANDING 9% SENIOR NOTES DUE 2012
OF
CHESAPEAKE ENERGY CORPORATION
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED _________, 2002
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON ________________, 2002 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED BY THE COMPANY.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
By Overnight Courier and By
By Mail: Hand Delivery After 4:30 p.m.: By Hand Delivery to 4:30 p.m.: By Facsimile:
The Bank of New York The Bank of New York The Bank of New York (212) 298-1915
101 Barclay Street - 7 East 101 Barclay Street - 7 East 101 Barclay Street - 7 East
New York, New York 10286 New York, New York 10286 New York, New York 10286
Attention: Corporate Trust Attention: Corporate Trust Attention: Corporate Trust
Operations - Reorganization Unit Operations - Reorganization Operations - Reorganization Unit (For Eligible
(registered or certified mail Unit Institutions Only)
recommended) Confirm By Telephone:
(212) 815-2742
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 9% SENIOR NOTES DUE 2012 (THE
"OUTSTANDING NOTES") FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF NEW
9% SENIOR NOTES DUE 2012 PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER
(AND NOT WITHDRAW) OUTSTANDING NOTES TO THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION DATE.
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The undersigned hereby acknowledges receipt and review of the Prospectus,
dated ____________, 2002 (the "Prospectus"), of Chesapeake Energy Corporation,
an Oklahoma corporation (the "Company"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together describe the Company's offer (the
"Exchange Offer") to exchange its 9% Senior Notes due 2012 (the "New Notes")
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding 9%
Senior Notes due 2012 (the "Outstanding Notes"). Capitalized terms used but not
defined herein have the respective meaning given to them in the Prospectus.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended. The Company
shall notify the Exchange Agent and each registered holder of the Outstanding
Notes of any extension by oral or written notice prior to 9:00a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.
This Letter of Transmittal is to be used by a holder of Outstanding Notes
if Outstanding Notes are to be forwarded herewith. An Agent's Message (as
defined in the next sentence) is to be used if delivery of Outstanding Notes is
to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company (the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in the Prospectus under the caption
"Exchange Offer -- Procedures for Tendering." The term "Agent's Message" means a
message, transmitted by the Book-Entry Transfer Facility and received by the
Exchange Agent and forming a part of the confirmation of a book-entry transfer
("Book-Entry Confirmation"), which states that the Book-Entry Transfer Facility
has received an express acknowledgment from a participant tendering Outstanding
Notes that are the subject of such Book-Entry Confirmation and that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that the Company may enforce such agreement against such
participant. Holders of Outstanding Notes whose Outstanding Notes are not
immediately available, or who are unable to deliver their Outstanding Notes and
all other documents required by this Letter of Transmittal to the Exchange Agent
on or prior to the Expiration Date, or who are unable to complete the procedure
for book-entry transfer on a timely basis, must tender their Outstanding Notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "Exchange Offer -- Guaranteed Delivery Procedures." Delivery
of documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
The term "holder" with respect to the Exchange Offer means any person in
whose name Outstanding Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from such
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their Outstanding
Notes must complete this Letter of Transmittal in its entirety.
SIGNATURES MUST BE PROVIDED
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
1. The undersigned hereby tenders to the Company the Outstanding Notes
described in the box entitled "Description of Outstanding Notes Tendered"
pursuant to the Company's offer of $1,000 principal amount at maturity of New
Notes in exchange for each $1,000 principal amount at maturity of the
Outstanding Notes, upon the terms and subject to the conditions contained in the
Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal.
2. The undersigned hereby represents and warrants that it has full
authority to tender the Outstanding Notes described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by the Company
to be necessary or desirable to complete the tender of Outstanding Notes.
3. The undersigned understands that the tender of the Outstanding Notes
pursuant to all of the procedures set forth in the Prospectus will constitute an
agreement between the undersigned and the Company as to the terms and conditions
set forth in the Prospectus.
4. The undersigned acknowledge(s) that the Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corp., SEC No-Action Letter (available April
13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5,
1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993),
that the New Notes issued in exchange for the Outstanding Notes pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
holders thereof (other than a broker-dealer who purchased Outstanding Notes
exchanged for such New Notes directly from the Company to resell pursuant to
Rule 144A or any other available exemption under the Securities Act of 1933, as
amended (the "Securities Act") and 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 New Notes are acquired in the ordinary course
of such holders' business and such holders are not participating in, and have no
arrangement with any person to participate in, the distribution of such New
Notes.
5. Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that:
a. the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned, whether or
not the undersigned is the holder;
b. neither the undersigned nor any such other person is engaging in or
intends to engage in a distribution of such New Notes;
c. neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such New Notes; and
d. neither the holder nor any such other person is an "affiliate," as
such term is defined under Rule 405 promulgated under the Securities Act,
of the Company.
6. The undersigned may, if unable to make all of the representations and
warranties contained in Item 5 above and as otherwise permitted in the
Registration Rights Agreement (as defined below), elect to have its Outstanding
Notes registered in the shelf registration statement described in the
Registration Rights Agreement, dated as of August 12, 2002 (the "Registration
Rights Agreement"), by and among the Company, the Subsidiary Guarantors (as
defined therein) and the Initial Purchasers (as defined therein). Such election
may be made by checking the box below entitled "Special Registration
Instructions." By making such election, the undersigned agrees, as a holder of
Outstanding Notes participating in a shelf registration, to indemnify and hold
harmless the Company, each of the directors of the Company, each of the officers
of the Company who signs such shelf registration statement, each person who
controls the Company within the meaning of either the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and each other
holder of Outstanding Notes, from and against any and all losses, claims,
damages or liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any shelf registration statement or
prospectus, or in any supplement thereto or amendment thereof, or caused by the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; but only with respect
to information relating to the undersigned furnished in writing by or on behalf
of the undersigned expressly for use in a shelf registration statement, a
prospectus or any amendments or supplements thereto. Any such indemnification
shall be governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses set
forth therein. The above summary of the indemnification provision of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by the Registration Rights Agreement.
7. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Outstanding Notes that were acquired as a result
of market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. If the undersigned is a broker-dealer and Outstanding Notes
held for its own account were not acquired as a result of market-making or other
trading activities, such Outstanding Notes cannot be exchanged pursuant to the
Exchange Offer.
8. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
9. Unless otherwise indicated herein under "Special Delivery Instructions,"
please issue the certificates for the New Notes in the name of the undersigned.
List below the Outstanding Notes to which this Letter of Transmittal relates. If
the space below is inadequate, list the registered numbers and principal amounts
on a separate signed schedule and affix the list to this Letter of Transmittal.
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NAME(S) AND ADDRESS(ES) OF REGISTERED OUTSTANDING NOTE(S) TENDERED
HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON
OUTSTANDING NOTES
(PLEASE FILL IN, IF BLANK)
- ------------------------------------------------------------------------------------------------------------------------
REGISTERED AGGREGATE PRINCIPAL PRINCIPAL
NUMBER(S)* AMOUNT REPRESENTED BY AMOUNT
OUTSTANDING NOTE(S) TENDERED**
-------------------- ------------------------ -------------
-------------------- ------------------------ -------------
-------------------- ------------------------ -------------
-------------------- ------------------------ -------------
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* NEED NOT BE COMPLETED BY BOOK-ENTRY HOLDERS.
** UNLESS OTHERWISE INDICATED, ANY TENDERING HOLDER
OF OUTSTANDING NOTES WILL BE DEEMED TO HAVE
TENDERED THE ENTIRE AGGREGATE PRINCIPAL AMOUNT
REPRESENTED BY SUCH OUTSTANDING NOTES. ALL TENDERS
MUST BE IN INTEGRAL MULTIPLES OF $1,000.
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METHOD OF DELIVERY
[ ] Check here if tendered Outstanding Notes are enclosed herewith.
[ ] Check here if tendered Outstanding Notes are being delivered by
book-entry transfer made to an account maintained by the Exchange Agent
with a Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
[ ] Check here if tendered Outstanding Notes are being delivered pursuant
to a Notice of Guaranteed Delivery and complete the following:
Name(s) of Registered Holder(s): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: ____________________________
Window Ticket Number (if available): ___________________________________________
Name of Eligible Institution that guaranteed delivery:__________________________
Account Number (If delivered by book-entry transfer):___________________________
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6)
To be completed only (i) if Outstanding Notes in a To be completed ONLY if the New Notes are to be issued
principal amount not tendered, or New Notes issued in or sent to someone other than the undersigned or to the
exchange for Outstanding Notes accepted for exchange, undersigned at an address other than as indicated above.
are to be issued in the name of someone other than the
undersigned, or (ii) if Outstanding Notes tendered by Mail [ ] Issue [ ] (check appropriate boxes)
book-entry transfer that are not exchanged are to be
returned by credit to an account maintained at the Name: ____________________________________________
Book-Entry Transfer Facility. Issue New Notes and/or (Type or Print)
Outstanding Notes to: Address __________________________________________
Name: ________________________________________ __________________________________________________
(Type or Print) (ZIP Code)
Address: _____________________________________
______________________________________________ __________________________________________________
(ZIP Code) (Tax Identification or Social Security Number)
______________________________________________
(Tax Identification or Social Security Number)
(Complete Substitute Form W-9
Credit Unexchanged Outstanding Notes
Delivered by Book-Entry Transfer
to the Book-Entry Transfer Facility
Set Forth Below:
______________________________________________
Book-entry Transfer Facility
Account Number:
______________________________________________
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SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if (i)the undersigned satisfies the conditions set
forth in Item 6 above, (ii)the undersigned elects to register its Outstanding
Notes in the shelf registration statement described in the Registration Rights
Agreement and (iii)the undersigned agrees to indemnify certain entities and
individuals as set forth in Item 6 above. (See Item 6.)
[ ] By checking this box, the undersigned hereby (i)represents that it
is unable to make all of the representations and warranties set forth
in Item 5 above, (ii)elects to have its Outstanding Notes registered
pursuant to the shelf registration statement described in the
Registration Rights Agreement and (iii)agrees to indemnify certain
entities and individuals identified in, and to the extent provided in,
Item 6 above.
SPECIAL BROKER-DEALER INSTRUCTIONS
[ ] 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: __________________________________________________________________________
(Please Print)
Address: _______________________________________________________________________
(Including Zip Code)
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OUTSTANDING NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
(Signature(s) of Registered Holders of Outstanding Notes): _____________________
________________________________________________________________________________
Dated: ___________________________
(The above lines must be signed by the registered holder(s) of Outstanding
Notes as name(s) appear(s) on the Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If Outstanding Notes to which this
Letter of Transmittal relate are held of record by two or more joint holders,
then all such holders must sign this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
then such person must (i)set forth his or her full title below and (ii)unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority so to act. See Instruction 5 regarding completion of this
Letter of Transmittal, printed below.)
Name: __________________________________________________________________________
(Please Print)
Capacity: ______________________________________________________________________
Address: _______________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number: ________________________________________________
SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 5)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
________________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
________________________________________________________________________________
(Address (including zip code) and Telephone Number (including area code)
of Firm)
________________________________________________________________________________
(Authorized Signature)
________________________________________________________________________________
(Printed Name)
________________________________________________________________________________
(Title)
Dated: _____________________________
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of This Letter of Transmittal and Outstanding Notes or
Book-Entry Confirmations.
All physically delivered Outstanding Notes or any confirmation of a book-entry
transfer to the Exchange Agent's account at the Book-Entry Transfer Facility of
Outstanding Notes tendered by book-entry transfer (a "Book-Entry Confirmation"),
as well as a properly completed and duly executed copy of this Letter of
Transmittal or Agent's Message or facsimile hereof, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein prior to 5:00 P.M., New York City time, on the
Expiration Date.
THE METHOD OF DELIVERY OF THE TENDERED OUTSTANDING NOTES, THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE
ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED
MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. 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 OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY.
2. Guaranteed Delivery Procedures.
Holders who wish to tender their Outstanding Notes and whose Outstanding Notes
are not immediately available or who cannot deliver their Outstanding Notes,
this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis and deliver an Agent's
Message, must tender their Outstanding Notes according to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedures, a
tender may be effected if the Exchange Agent has received at its office, on or
prior to the Expiration Date, a letter, telegram or facsimile transmission from
an Eligible Institution (as defined in the Prospectus) setting forth the name
and address of the tendering holder, the name(s), in which the Outstanding Notes
are registered and the certificate number(s) of the Outstanding Notes to be
tendered, and stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the date of
execution of such letter, telegram or facsimile transmission by the Eligible
Institution, such Outstanding Notes, in proper form for transfer (or a
confirmation of book-entry transfer of such Outstanding Notes into the Exchange
Agent's account at DTC), will be delivered by such Eligible Institution together
with a properly completed and duly executed Letter of Transmittal (and any other
required documents). Unless Outstanding Notes being tendered by the
above-described method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by a properly completed Letter
of Transmittal and any other required documents), the Company may, at its
option, reject the tender.
Any holder of Outstanding Notes who wishes to tender Outstanding 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
Outstanding Notes according to the guaranteed delivery procedures set forth
above. See "Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus.
3. Tender by Holder.
Only a registered holder of Outstanding Notes may tender such Outstanding Notes
in the Exchange Offer. Any beneficial holder of Outstanding 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
Outstanding Notes, either make appropriate arrangements to register ownership of
the Outstanding Notes in such holder's name or obtain a properly completed bond
power from the registered holder.
4. Partial Tenders.
Tenders of Outstanding Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Outstanding Notes is
tendered, the tendering holder should fill in the principal amount tendered in
the third column of the box entitled "Description of Outstanding Notes Tendered"
above. The entire principal amount of Outstanding Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all Outstanding Notes is not tendered, then
Outstanding Notes for the principal amount of Outstanding Notes not tendered and
New Notes issued in exchange for any Outstanding Notes accepted will be sent to
the holder at his or her registered address, unless a different address is
provided in the appropriate box on this Letter of Transmittal, promptly after
the Outstanding Notes are accepted for exchange.
5. Signatures on this Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal (or facsimile hereof) is signed by the registered
holder(s) of the Outstanding Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the Outstanding Notes
without alteration, enlargement or any change whatsoever. If this Letter of
Transmittal (or facsimile hereof) is signed by a participant in the Book-Entry
Transfer Facility, the signature must correspond with the name as it appears on
the security position listing as the holder of the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the registered
holder or holders of Outstanding Notes listed and tendered hereby and the New
Notes issued in exchange therefor are to be issued (or any untendered principal
amount of Outstanding Notes is to be reissued) to the registered holder, the
said holder need not and should not endorse any tendered Outstanding Notes, nor
provide a separate bond power. In any other case, such holder must either
properly endorse the Outstanding Notes tendered or transmit a properly completed
separate bond power
with this Letter of Transmittal, with the signatures on the endorsement or bond
power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person other
than the registered holder or holders of any Outstanding Notes listed, such
Outstanding Notes must be endorsed or accompanied by appropriate bond powers, in
each case signed as the name of the registered holder or holders appears on the
Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding 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 Company, evidence satisfactory to the Company of their
authority to act must be submitted with this Letter of Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required by this
Instruction 5 must be guaranteed by an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Outstanding Notes
tendered herein (or by a participant in the Book-Entry Transfer Facility whose
name appears on a security position listing as the owner of the tendered
Outstanding Notes) and the New Notes are to be issued directly to such
registered holder(s) (or, if signed by a participant in the Book-Entry Transfer
Facility, deposited to such participant's account at such Book-Entry Transfer
Facility) and neither the box entitled "Special Delivery Instructions" nor the
box entitled "Special Registration Instructions" has been completed, or (ii)
such Outstanding Notes are tendered for the account of an Eligible Institution.
In all other cases, all signatures on this Letter of Transmittal (or facsimile
hereof) must be guaranteed by an Eligible Institution.
6. Special Registration and Delivery Instructions.
Tendering holders should indicate, in the applicable box or boxes, the name and
address (or account at the Book-Entry Transfer Facility) to which New Notes or
substitute Outstanding Notes for principal amounts not tendered or not accepted
for exchange are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
Tax law requires that a holder of any Outstanding Notes that are accepted for
exchange must provide the Company (as payor) with its 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 Company is not provided
with the correct TIN, the holder may be subject to a $50 penalty imposed by
Internal Revenue Service. (If withholding results in an overpayment 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 tendering holder 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
Outstanding Notes are registered in more than one name or are not in the name of
the actual owner, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number of Substitute Form W-9" for information on which TIN to
report.
The Company reserves the right in its sole discretion to take whatever steps
necessary to comply with the Company's obligations regarding backup withholding.
7. Validity of Tenders.
All questions as to the validity, form, eligibility (including time of receipt),
acceptance, and withdrawal of tendered Outstanding 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 or all tenders
not in proper form or the acceptance for exchange of which may, in the opinion
of counsel for the Company, be unlawful. The Company also reserves the absolute
right to waive any of the conditions of the Exchange Offer or any defect or
irregularity in the tender of any Outstanding Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions on the Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as the Company shall
determine. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Outstanding Notes, neither the
Company, the Exchange Agent, nor any other person shall be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give such notification. Tenders of Outstanding Notes
will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Outstanding 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 the Letter of Transmittal, as soon as
practicable following the Expiration Date.
8. Waiver of Conditions.
The Company reserves the absolute right to waive, in whole or part, any of the
conditions to the Exchange Offer set forth in the Prospectus or in this Letter
of Transmittal.
9. No Conditional Tender.
No alternative, conditional, irregular or contingent tender of Outstanding Notes
on transmittal of this Letter of Transmittal will be accepted.
10. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
Any holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
11. Request for Assistance or Additional Copies.
Requests for assistance or for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address or
telephone number set forth on the cover page of this Letter of Transmittal.
Holders may also contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer.
12. Withdrawal.
Tenders may be withdrawn only pursuant to the limited withdrawal rights set
forth in the Prospectus under the caption "Exchange Offer--Withdrawal of
Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE OUTSTANDING NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN
ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE
EXPIRATION DATE.
_______________________________________________________________________________________________________________________________
SUBSTITUTE PLEASE PROVIDE YOUR TIN IN THE BOX AT Part I -- Social Security Number OR
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND Employer Identification Number
DATING BELOW
DEPARTMENT OF THE TREASURY ______________________________________ _______________________________
INTERNAL REVENUE SERVICE Name (If awaiting TIN, write "Applied For")
_____________________________________________
Part II -- For Payees exempt from backup
PAYER'S REQUEST FOR TAXPAYER ______________________________________ withholding, see the enclosed Guidelines
IDENTIFICATION NUMBER (TIN) Business Name for Certification of Taxpayer Identification
Please check appropriate box Number on Substitute Form W-9, check the
[ ] Individual/Sole Proprietor Exempt box below, and complete the Substitute
[ ] Corporation [ ] Partnership Form W-9.
[ ] Other
Exempt [ ]
______________________________________
Address
_____________________________________________
______________________________________ Part III
City, State, Zip Code
Awaiting TIN [ ]
Please complete the Certificate of
Awaiting Taxpayer Number below.
________________________________________________________________________________________________________________________________
Certification -- Under penalties of perjury, I certify that:
(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), and
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, (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, and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received
another notification from the IRS that you were no longer subject to backup
withholding, do not cross out item (2). (Also see instructions in the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.)
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SIGNATURE:________________________________________ DATE:________________________
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NOTE: IF YOU ARE A UNITED STATES HOLDER, FAILURE TO COMPLETE AND
RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP
WITHHOLDING OF 30% OF ANY CASH PAYMENTS MADE TO YOU. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
INSTRUCTIONS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
"APPLIED FOR" IN PART I OF THE SUBSTITUTE FORM W-9.
________________________________________________________________________________
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 (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 by the time of payment, 31% of all cash
payments made to me thereafter will be withheld until I provide a taxpayer
identification number.
SIGNATURE:________________________________________ DATE:________________________
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