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LETTER OF TRANSMITTAL
TO TENDER
11% SENIOR SUBORDINATED NOTES DUE 2008
OF
RENT-A-CENTER, INC.
PURSUANT TO THE PROSPECTUS DATED , 1999
BY
RENT-A-CENTER, INC.
THE OFFER TO EXCHANGE WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS EXTENDED TO A DATE NOT LATER THAN , 1999
(THE "EXPIRATION DATE"). TENDERED NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
TO THE EXCHANGE AGENT:
IBJ SCHRODER BANK & TRUST COMPANY
By Registered or Certified Mail: By Hand or by Overnight Courier:
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company
P. O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing Window,
Attn: Reorganization Operations Dept. Subcellar One, (SC-1)
Facsimile Transmission Number: Confirm by Telephone:
(212) 858-2611 (212) 858-2103
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Delivery of this instrument to an address other than as set forth above
will not constitute a valid delivery. The accompanying instructions should be
read carefully before this Letter of Transmittal is completed.
The undersigned acknowledges that the undersigned has received and reviewed
the Prospectus dated , 1999 (the "Prospectus") of Rent-A-Center,
Inc., a Delaware corporation (formerly known as Renters Choice, Inc.) (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which
together constitute the Company's offer to exchange (the "Exchange Offer")
$1,000 principal amount of 11% Senior Subordinated Notes due 2008 (the "Exchange
Notes") for each $1,000 principal amount of its outstanding 11% Senior
Subordinated Notes due 2008 (the "Old Notes") as set forth in the Prospectus.
The Old Notes that are not exchanged will remain restricted securities and may
be resold only (i) to the Company, (ii) pursuant to Rule 144A or Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), (iii) outside the
United States to a foreign person pursuant to the requirements of Rule 904 under
the Securities Act, or (iv) pursuant to an effective registration statement
under the Securities Act. See "The Exchange Offer -- Consequences of Failure to
Exchange" in the Prospectus.
Upon the terms and subject to the conditions set forth in the Prospectus
and in this Letter of Transmittal, the Company will exchange $1,000 principal
amount of the Exchange Notes, registered under the Securities Act pursuant to a
registration statement on Form S-4 filed by the Company, for each $1,000
principal amount of its outstanding Old Notes properly delivered by a Holder
thereof to IBJ Schroder Bank & Trust Company, as exchange agent (the "Exchange
Agent"), and not withdrawn on or prior to the Expiration Date. No Holder may
withdraw a tender following the Expiration Date. In order to be entitled to
receive the Exchange Notes, a tendering Holder must properly tender the Old
Notes to the Exchange Agent, and not withdraw such tender, on or prior to the
Expiration Date. If a Holder's Old Notes are not properly tendered by the
Expiration Date pursuant to the Exchange Offer, such Holder will not receive
Exchange Notes.
By executing the Letter of Transmittal, the undersigned represents to the
Company that, among other things, (i) the Exchange Notes to be acquired by the
Holder of the Old Note in connection with the Exchange Offer are being acquired
by the Holder in the ordinary course of business of the Holder, (ii) the Holder
has no arrangement or understanding with any person to participate in the
distribution of Exchange Notes, (iii) the Holder acknowledges and agrees that
any person who is a broker-dealer registered under the Exchange Act or is
participating in the Exchange Offer for the purposes of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on the
position of the staff of the Commission set forth in no-action letters (see "The
Exchange Offer -- Resale of Exchange Notes"), (iv) the Holder understands that a
secondary resale transaction described in clause (iii) above and any resales of
Exchange Notes obtained by such Holder in exchange for Old Notes acquired by
such Holder directly from the Company should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K of the Securities and Exchange Commission
(the "Commission"), and (v) the Holder is not an "affiliate," as defined in Rule
405 under the Securities Act, of the Company. If the Holder is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Old Notes
that were acquired as a result of market-making activities or other trading
activities, by executing this Letter of Transmittal, the Holder acknowledges
that it will deliver a prospectus in connection with any resale of such Exchange
Notes. However, by so acknowledging and by delivering a prospectus, the Holder
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. See "The Exchange Offer -- Procedures for Tendering."
The Exchange Offer may be extended, terminated, amended or consummated as
provided in the Prospectus. During any such extension of the Exchange Offer, all
Old Notes previously tendered and not withdrawn pursuant to such Exchange Offer
will remain subject to the Exchange Offer and may be accepted thereafter for
exchange by the Company.
No alternative, conditional or contingent tenders will be accepted. A
tendering Holder, by execution of this Letter of Transmittal, or facsimile
hereof, waives all rights to receive notice of acceptance of such Holder's Old
Notes for exchange. Capitalized terms used but not defined herein have the
meanings given to them in the Prospectus.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
This Letter of Transmittal is to be completed by Holders of Old Notes if
certificates representing such Old Notes are to be forwarded herewith or if
delivery of such certificates are 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 "The Exchange Offer -- Procedures for Tendering."
Holders whose certificates representing the Old Notes are not immediately
available or who cannot deliver certificates and all other required documents to
the Exchange Agent or complete the procedure for book-entry transfer on or prior
to the Expiration Date may nevertheless tender Old Notes pursuant to the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2 below.
Delivery of documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent. In order to ensure participation in the Exchange
Offer, Old Notes must be properly tendered on or before the Expiration Date.
List below the Old Notes that are to be tendered pursuant to this Letter of
Transmittal. If the space below is inadequate, list the information requested
below on a separate signed schedule and affix the original signed schedule to
this Letter of Transmittal.
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DESCRIPTION OF NOTES TENDERED
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AGGREGATE
PRINCIPAL
AMOUNT PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S), CERTIFICATE REPRESENTED BY AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)(1) CERTIFICATE(S) TENDERED(2)
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Total Principal Amount Tendered
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(1) Need not be completed by Holders who tender by book-entry.
(2) Unless otherwise indicated in this column, any tendering Holder will be deemed to have tendered the
entire principal amount represented by the Old Notes indicated in the column labeled "Aggregate
Principal Amount Represented by Certificate(s)." See Instruction 5.
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] 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 Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that guaranteed delivery:
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[ ] Check box if delivered by Book-Entry Transfer
Account Number:
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Transaction Code Number:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Only Holders are entitled to tender their Old Notes in the Exchange Offer.
Any financial institution that is a participant in the Book-Entry Transfer
Facility's system and whose name appears on a security position listing as the
record owner of the Old Notes and who wishes to make book-entry delivery of Old
Notes as described above must complete and execute a participant's letter (which
will be distributed to participants by the Book-Entry Transfer Facility)
instructing the Book-Entry Transfer Facility's nominee to complete and sign the
power of attorney attached thereto. Persons who are beneficial owners of Old
Notes but are not Holders and who seek to tender Old Notes should (i) contact
the Holder of such Old Notes and instruct such Holder to tender on his behalf,
(ii) obtain and include with this Letter of Transmittal Old Notes properly
endorsed for transfer by the Holder, with signatures on the endorsement
guaranteed by a firm that is a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States of an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Exchange Act which is a member of one of the recognized signature
guarantee programs identified in the Letter of Transmittal (each, an "Eligible
Institution") or (iii) effect a record transfer of such Old Notes from the
Holder to such beneficial owner and comply with the requirements applicable to
Holders for tendering Old Notes prior to 5:00 P.M., New York City time, on the
Expiration Date.
HOLDERS WHO WISH TO RECEIVE THE EXCHANGE NOTES MUST TENDER THEIR OLD NOTES
ON OR PRIOR TO THE EXPIRATION DATE. See "The Exchange Offer -- Procedures for
Tendering" in the Prospectus.
To: Rent-A-Center, Inc. (the "Company")
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company, the Old Notes indicated above.
Subject to, and effective upon, acceptance for exchange of the Old Notes
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of the Company, all right, title and interest in and to all such
Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent the true and lawful agent and attorney-in-fact of
the undersigned (with full knowledge that the Exchange Agent also acts as agent
of the Company) with respect to such Old Notes, with full power of substitution
and resubstitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver certificates representing such
Old Notes, or transfer ownership of such Old Notes on the account books
maintained by the Book-Entry Transfer Facility, together, in each such case,
with all accompanying evidences of transfer and authenticity to or upon the
order of the Company, (b) present such Old Notes for transfer on the relevant
register and (c) receive all benefits or otherwise exercise all rights of
beneficial ownership of such Old Notes (except that the Exchange Agent will have
no rights to or control, except as agent for the Company, for the Exchange Notes
delivered in connection with the Exchange Offer) all in accordance with the
terms of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, SELL, ASSIGN AND TRANSFER THE OLD NOTES
TENDERED HEREBY AND, THAT WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY
WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF
ALL SECURITY INTERESTS, LIENS, RESTRICTIONS, CLAIMS, CHARGES, ENCUMBRANCES,
CONDITIONAL SALES AGREEMENTS OR OTHER OBLIGATIONS RELATING TO THE SALE OR
TRANSFER THEREOF, AND NOT BE SUBJECT TO ANY ADVERSE CLAIM. THE UNDERSIGNED WILL,
UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE
EXCHANGE AGENT OR THE COMPANY TO BE NECESSARY OR DESIRABLE TO COMPLETE THE
ASSIGNMENT, TRANSFER AND PURCHASE OF THE OLD NOTES TENDERED HEREBY. THE
UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER. DELIVERY OF ENCLOSED OLD NOTES SHALL BE EFFECTED, AND RISK OF
LOSS AND
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TITLE TO SUCH OLD NOTES SHALL PASS, ONLY UPON PROPER DELIVERY THEREOF TO THE
EXCHANGE AGENT.
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy, and personal and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. Old Notes properly tendered may be withdrawn at any time prior to
the Expiration Date. Holders will receive the Exchange Notes only if their
tenders have been properly delivered on or prior to the Expiration Date and not
revoked on or prior to the Expiration Date.
Old Notes may not be withdrawn after the Expiration Date unless the
Exchange Offer with respect to such Old Notes is terminated without any Old
Notes being accepted for exchange thereunder. In the event of such a
termination, such Old Notes tendered by the undersigned will be returned to the
undersigned as promptly as practicable.
The Exchange Offer is subject to a number of conditions, each of which may
be waived or modified by the Company, in whole or in part, at any time and from
time to time, as described in the Prospectus under the caption "The Exchange
Offer -- Certain Conditions to the Exchange Offer." The undersigned recognizes
that as a result of such conditions the Company may not be required to accept
the Old Notes properly tendered hereby. In such event, the tendered Old Notes
not accepted for exchange will be returned to the undersigned without cost to
the undersigned as soon as practicable following the earlier to occur of the
Expiration Date or the date on which the Exchange Offer with respect to such
issue is terminated without any Old Notes being purchased thereunder, at the
address shown below the undersigned's signature(s) unless otherwise indicated
under "Special Issuance Instructions" below.
Unless otherwise indicated under "Special Issuance Instructions" below, the
Exchange Agent will issue the Exchange Notes for any Old Notes tendered hereby
that are accepted for exchange, and/or return any certificates representing Old
Notes not tendered or not accepted for exchange in the name(s) of the Holder(s)
appearing under "Description of Securities Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," the Exchange Notes,
and/or any certificates representing Old Notes not tendered or not accepted for
exchange (and accompanying documents, as appropriate) to be returned will be
sent to the address(es) of the Holder(s) appearing under "Description of
Securities Tendered." In the event that both the Special Issuance Instructions
and the Special Delivery Instructions are completed, the Exchange Notes will be
issued, if applicable, and the certificates representing any Old Notes not
tendered or not accepted for exchange (and any accompanying documents, as
appropriate) will be returned in the name of, and delivered to, the person or
persons so indicated. Unless otherwise indicated under "Special Issuance
Instructions," in the case of a book-entry delivery of Old Notes, the account
maintained at the Book-Entry Transfer Facility indicated above will be credited
with any Old Notes not tendered or not accepted for exchange. The undersigned
recognizes that neither the Exchange Agent nor the Company, has any obligation
pursuant to the Special Issuance Instructions to transfer any Old Notes from the
name of the Holder thereof if the Company does not accept for exchange any of
the Old Notes so tendered.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the certificates repre- To be completed ONLY if the Exchange Notes and/or
senting the Exchange Notes and/or certificates rep- certificates representing Old Notes not accepted for
resenting Old Notes not accepted for exchange are to exchange are to be sent to someone other than the
be issued in the name of someone other than the undersigned or to the undersigned at an address other
undersigned, or if Old Notes delivered by book-entry than that shown above.
transfer not accepted for exchange are to be returned
by credit to an account maintained at a Book-Entry
Transfer Facility other than the account indicated
above.
Issue Certificate(s) to: Mail Certificate(s) to:
Name: Name:
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(Please Print) (Please Print)
Address: Address:
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(Including Zip Code) (Including Zip Code)
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(Taxpayer Identification or Social Security (Taxpayer Identification or Social Security
Number) Number)
[ ] Credit unaccepted Old Notes delivered by book-
entry transfer to the Book-Entry Transfer Facil-
ity account set forth below:
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(Account Number)
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SIGNATURES
HOLDERS OF OLD NOTES
SIGN HERE
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN
THIS LETTER OF TRANSMITTAL
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(Signature(s) of Holder(s) of Notes)
Date: , 1999
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(Must be signed by the Holder(s) exactly as name(s) appear(s) on certificate(s)
representing the Old Notes or on a security position listing or by person(s)
authorized to become Holder(s) by certificates and documents transmitted
herewith. If signature is by attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or other person acting in a fiduciary or
representative capacity, please provide the following information and see
Instruction 6.)
Capacity (Full Title):
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Name(s):
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(Please Type or Print)
Address:
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(Include Zip Code)
Area Code and Telephone Number
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Tax Identification or
Social Security No.
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GUARANTEE OF SIGNATURE(S)
(If Required -- See Instructions 1 and 6)
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(Authorized Signature)
Name:
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(Please Type or Print)
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(Title)
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(Name of Firm)
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(Address -- Include Zip Code)
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(Area Code and Telephone Number)
Date: , 1999
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal need
not be guaranteed if the Old Notes tendered hereby are tendered (a) by the
registered Holder(s) (which term, for purposes of this document, shall include
any participant in the Book-Entry Transfer Facility's system and whose name
appears on a security position listing as the record owner of the Old Notes)
thereof, unless such Holder has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on the
preceding page, or (b) for the account of a firm that is a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act which is a member of one of
the recognized signature guarantee programs identified in the Letter of
Transmittal (each, an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. Persons who are beneficial owners of Old Notes but are not Holders
and who seek to tender Old Notes should (i) contact the Holder of such Old Notes
and instruct such Holder to tender on his behalf, (ii) obtain and include with
this Letter of Transmittal, Old Notes properly endorsed for transfer by the
Holder, with signatures on the endorsement guaranteed by an Eligible Institution
or (iii) effect a record transfer of such Old Notes from the Holder to such
beneficial owner and comply with the requirements applicable to Holders for
tendering Old Notes on or prior to the Expiration Date. See Instruction 6.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
Holders either if certificates are to be forwarded herewith or if delivery of
Old Notes is to be made pursuant to the procedures for book-entry transfer set
forth in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering." For a Holder to properly tender Old Notes pursuant to the Exchange
Offer, a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), together with any signature guarantees and any other
documents required by these Instructions, must be received by the Exchange Agent
at one of the addresses set forth herein on or prior to the Expiration Date and
either (i) certificates representing such Old Notes must be received by the
Exchange Agent at such address or (ii) such Old 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
Book-Entry Confirmation must be received by the Exchange Agent, in each case, on
or prior to the Expiration Date. A Holder who desires to tender Old Notes and
who cannot comply with procedures set forth herein for tender on a timely basis
or whose Old Notes are not immediately available must comply with the guaranteed
delivery procedures described below.
Holders whose certificates representing Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent or complete the procedures for book-entry
transfer prior to the Expiration Date may tender their Old Notes by properly
completing and duly executing the Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures." Pursuant to such procedures,
(a) the tender must be made by or through an Eligible Institution; (b) a Notice
of Guaranteed Delivery, substantially in the form provided herewith, properly
completed and duly executed, must be received by the Exchange Agent as provided
below on or prior to the Expiration Date; and (c) the certificates representing
all tendered Old Notes, or a Book-Entry Confirmation with respect to all
tendered Old Notes, together with this Letter of Transmittal, properly completed
and duly executed, and any required signature guarantees and all other documents
required by the Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution of
the Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING OLD NOTES, THIS LETTER
OF TRANSMITTAL, REQUIRED SIGNATURE GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION
AND RISK OF THE TENDERING HOLDER AND DELIVERY
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WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
All tendering Holders, by execution of this Letter of Transmittal waive any
right to any notice of the acceptance of their Old Notes for exchange.
3. WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS. Tenders of Old Notes
may be withdrawn at any time until the Expiration Date. Tendered Old Notes may
not be withdrawn on or after the Expiration Date, unless the Exchange Offer is
terminated without any Old Notes being accepted for exchange thereunder. In the
event of such termination, such Old Notes will be returned to the tendering
Holder as promptly as practicable.
Any Holder of Old Notes who has tendered Old Notes or who succeeds to the
record ownership of Old Notes in respect of which such tenders have previously
been given may withdraw such Old Notes on or prior to the Expiration Date by
delivery of a written notice of withdrawal subject to the limitations described
herein. To be effective, a written or facsimile transmission notice of
withdrawal of a tender must (i) be received by the Exchange Agent, at the
addresses specified on the back cover of this Letter of Transmittal on or before
the Expiration Date, (ii) specify the name of the Holder of the Old Notes to be
withdrawn, (iii) contain the description of the Old Notes to be withdrawn, the
certificate numbers shown on the particular certificates representing such Old
Notes and the aggregate principal amount represented by such Old Notes and (iv)
be signed by the Holder of such Old Notes in the same manner as the original
signature on the Letter of Transmittal (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Trustee register the transfer of relevant Old Notes into the name of the person
withdrawing such Old Notes. The signature(s) on the notice of withdrawal of any
tendered Old Notes must be guaranteed by an Eligible Institution unless the
relevant Old Notes have been tendered for the account of an Eligible
Institution. If the Old Notes to be withdrawn have been delivered or otherwise
identified to the Exchange Agent, a signed notice of withdrawal is effective
immediately upon receipt by the Exchange Agent of written or facsimile
transmission of the notice of withdrawal even if physical release is not yet
effected. A withdrawal of Notes can only be accomplished in accordance with the
foregoing procedures. No Holder may withdraw Old Notes following the Expiration
Date.
All questions as to the validity, form and eligibility (including the time
of receipt) of notices of withdrawal will be determined by the Company, whose
determination will be final and binding on all parties. A purported notice of
withdrawal that is not received by the Exchange Agent in a timely fashion will
not be effective to withdraw tendered Old Notes. Any Old Notes that have been
tendered but that are not accepted for exchange will be returned to the Holder
thereof without cost to such Holder as soon as practicable following the
Expiration Date.
A withdrawal of a tender of Old Notes may not be rescinded and any Old
Notes properly withdrawn will not be deemed to be validly tendered for purposes
of the Exchange Offer and no Exchange Notes will be issued with respect thereto.
However, withdrawn Old Notes may be retendered by repeating one of the
procedures described in Instruction 2 above at any time on or prior to the
Expiration Date.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER). If less than the entire principal amount of any Old Notes
evidenced by a submitted certificate is tendered, the tendering holder should
fill in the applicable principal amount of the Old Notes that are to be tendered
in the box entitled "Description of Old Notes Tendered." The entire principal
amount represented by the certificates for all Old Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all Old Notes is not tendered or not accepted
for payment, new certificate(s) representing the remainder of the principal
amount of the Old Notes that were evidenced by the old certificate(s) will be
sent to the Holder, unless otherwise provided in the boxes entitled "Special
Payment Instructions" or "Special Delivery Instructions" above, as soon as
practicable after the expiration of the Exchange Offer.
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5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; ENDORSEMENTS. If this Letter
of Transmittal is signed by the Holder(s) of the Old Notes tendered hereby, the
signature(s) must correspond exactly with the name(s) as written on the face of
the certificate(s) without alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any
tendered Old Notes are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate Letters of
Transmittal as there are names in which certificates are held.
If this Letter of Transmittal or any certificates 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 proper evidence satisfactory to the
Company of their authority so to act must be submitted, unless waived by the
Company.
If this Letter of Transmittal is signed by the Holder(s) of the Old Notes
listed and transmitted hereby, no endorsements of certificates are required
unless payment is to be made to, or certificates for Old Notes not tendered or
not accepted for purchase are to be issued to, a person other than the
Holder(s). Signatures on such certificates must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
If this Letter of Transmittal is signed by a person other than the
Holder(s) of the Old Notes listed, the certificates representing such Notes must
be properly endorsed for transfer by the Holder, together with a properly
completed irrevocable proxy that authorizes such person to consent to the
Proposed Amendments on behalf of such Holder, with signatures on the endorsement
guaranteed by an Eligible Institution.
6. TRANSFER TAXES. The Company will pay or cause to be paid any transfer
taxes with respect to the transfer and sale of Old Notes to it or its order
pursuant to the Exchange Offer. If, however, the Exchange Notes are to be
registered in the name of any person other than the Holder(s), or if tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any transfer taxes (whether
imposed on the Holder(s) or such other person) payable on account of the
transfer to such person will be deducted from the interest paid on the Exchange
offer unless satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter of
Transmittal.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to be
issued in the name of, and/or certificates representing Old Notes not accepted
for exchange are to be returned to, a person other than the person(s) signing
this Letter of Transmittal or if Exchange Notes are to be sent and/or such
certificates are to be returned to a person other than the person(s) signing
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed. Holders
delivering Old Notes by book-entry transfer may request that Old Notes not
accepted for payment be credited to such account maintained at a Book-Entry
Transfer Facility as such Holder(s) may designate hereon. If no such
instructions are given, such Old Notes not accepted for payment will be returned
by crediting the account at the Book-Entry Transfer Facility designated above.
8. WAIVER OF CONDITIONS. To the extent permitted by applicable law, the
Company reserves the right to waive any and all conditions to the Exchange Offer
and accept for exchange any Old Notes tendered.
9. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax law
generally requires that a Holder whose tendered Old Notes are accepted for
exchange, or such Holder's assignee (in either case, the "Payee"), provide the
Company (the "Payor"), with the Holder's correct Taxpayer Identification Number
("TIN"), which, in the case of a Payee who is an individual, is his or her
social security number. If the Payor is not provided with the correct TIN or an
adequate basis for an exemption, such Payee may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding in an amount
equal to 31% of the interest paid on the Exchange Offer. If withholding results
in an overpayment of taxes, a refund may be obtained.
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To prevent backup withholding, each Payee must provide his correct TIN by
completing the "Substitute Form W-9" set forth herein, certifying that the TIN
provided is correct (or that such Payee is awaiting a TIN) and that (i) the
Payee is exempt from backup withholding, (ii) the Payee has not been notified by
the Internal Revenue Service that he 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 Payee that he is no longer subject to backup
withholding.
If the Payee does not have a TIN, such Payee should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part I of the Substitute Form W-9, and
sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth herein. Note: Writing "Applied For" on the form
means that the Payee has already applied for a TIN or that such Payee intends to
apply for one in the near future.
If the Old Notes are held in more than one name or are not in the name of
the actual owner, consult the W-9 Guidelines for information on which TIN to
report.
Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part 2 of Substitute Form W-9. See the W-9 Guidelines
for additional instructions. In order for a nonresident alien or foreign entity
to qualify as exempt, such person must submit a completed Form W-8, "Certificate
of Foreign Status."
10. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES. Any Holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at one of the addresses indicated above for further instructions.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Dealer Manager at its address set forth below or from the
tendering Holder's broker, dealer, commercial bank or trust company. Additional
copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed
Delivery, and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be obtained from the Exchange Agent.
IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATES FOR, OR
CONFIRMATION OF BOOK-ENTRY TRANSFER WITH RESPECT TO, ANY TENDERED OLD NOTES,
WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS 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.
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TO BE COMPLETED BY ALL PAYEES
(SEE INSTRUCTION 9)
- -------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: IBJ SCHRODER BANK & TRUST COMPANY
- -------------------------------------------------------------------------------------------------------------------------
Name:
-------------------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9 Address:
----------------------------------------------------------------------------------------
(Number and Street)
------------------------------------------------------------------------------------------------
(City) (State) (Zip Code)
------------------------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX TIN
AT RIGHT AND CERTIFY BY SIGNING AND DATING ---------------------------------------
BELOW (Social Security Number or
Employer Identification Number)
--------------------------------------------------------------------------------------------------
DEPARTMENT OF THE PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
TREASURY PLEASE WRITE "EXEMPT" HERE
INTERNAL REVENUE
SERVICE (SEE INSTRUCTIONS)
--------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
PAYOR'S REQUEST PART 3 -- Certification Under Penalties of Perjury. I certify that:
FOR TAXPAYER (1) The number shown on this form is my correct TIN (or I am waiting for a number to be
IDENTIFICATION issued to me), and
NUMBER (2) I am not subject to backup withholding because: (a) I am exempt from backup
(TIN) withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS")
AND CERTIFICATION 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.
SIGNATURE DATE
----------------------------------------- ------------------------------
- -----------------------------------------------------------------------------------------------------------------------
You must Cross out Part 2 above if you have been notified by the IRS that
you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART 1 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 that I have mailed or delivered an application to
receive a taxpayer identification number of the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the Payor, the Payor is required to
withhold 31 percent of all cash payments made to me until I provide a number.
Signature Date
------------------------------------------------------- -----------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM 2-9
FOR ADDITIONAL DETAILS.
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THE EXCHANGE AGENT IS:
IBJ SCHRODER BANK & TRUST COMPANY
By Registered or Certified Mail: By Hand or by Overnight Courier:
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company
P. O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing Window,
Attn: Reorganization Operations Dept Subcellar One, (SC-1)
Facsimile Transmission Number: Confirm by Telephone:
(212) 858-2611 (212) 858-2103
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