LETTER OF TRANSMITTAL
SALTON SEA FUNDING CORPORATION
OFFER TO EXCHANGE ITS REGISTERED
7.02% SENIOR SECURED SERIES D NOTES DUE MAY 30, 2000
FOR ANY AND ALL OF ITS OUTSTANDING
7.02% SENIOR SECURED SERIES D NOTES DUE MAY 30, 2000;
OFFER TO EXCHANGE ITS REGISTERED
8.30% SENIOR SECURED SERIES E BONDS DUE MAY 30, 2011
FOR ANY AND ALL OF ITS OUTSTANDING
8.30% SENIOR SECURED SERIES E BONDS DUE MAY 30, 2011
PURSUANT TO THE PROSPECTUS, DATED JULY 29, 1996
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,ON
SEPTEMBER 10, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 10, 1996.
The Exchange Agent
for the Exchange Offer is:
CHEMICAL TRUST COMPANY OF CALIFORNIA
FACSIMILE TRANSMISSIONS:
(214) 672-5746
TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
(415) 954-9508
By Hand Delivery: By Mail/Courier Service:
Chemical Bank Texas Commerce Bank
Corporate Tellers Corporate Trust Services
55 Water St. Rm. 234 North Bldg. 1201 Main St. 18th Fl.
New York, N.Y. 10041 Dallas, TX 75202
Attn: Frank Ivins
Personal & Confidential
The Information Agent for the Exchange Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500
or
(800) 322-2885 (Toll Free)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus, dated July 29,
1996 (as the same may be amended or supplemented from time to time, the
"Prospectus"), of Salton Sea Funding Corporation, a Delaware corporation (the
"Company"), and this Letter of Transmittal, which may be amended from time to
time (this "Letter"), which together constitute the Company's offer (the
"Exchange Offer") to exchange (i) its 7.02% Senior Secured Series D Notes Due
May 30, 2000 ("New Series D Securities") for an equal principal amount of its
outstanding 7.02% Senior Secured Series D Notes Due May 30, 2000 ("Old Series
D Securities") and (ii) its 8.30% Senior Secured Series E Bonds Due May 30,
2011 ("New Series E Securities" and together with the New Series D
Securities, "New
Securities") for an equal principal amount of its outstanding 8.30% Senior
Secured Series E Bonds Due May 30, 2011 ("Old Series E Securities" and
together with the Old Series D Securities, "Old Securities"). The New
Securities will be obligations of the Company evidencing the same
indebtedness as the Old Securities and will be entitled to the benefits of
the same indenture which governs both the Old Securities and the New
Securities. The form and terms (including principal amount, interest rate,
maturity and ranking) of the New Securities are substantially identical to
the form and terms of the Old Securities other than interest rate penalties,
transfer restrictions and registration rights which are no longer applicable.
Capitalized terms used herein but not defined herein have the meanings
ascribed to them in the Prospectus.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter is to be completed by a holder of Old Securities either if
certificates are to be forwarded herewith or if a tender of Old Securities,
if available, 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" or "DTC") pursuant to the procedures set forth in "The
Exchange Offer" section of the Prospectus. Holders of Old Securities whose
certificates are not immediately available, or who are unable to deliver
their certificates or Agent's Message and confirmation of the book-entry
tender of their Old Securities into the Exchange Agent's account at the
Book-Entry Transfer Facility (together with the Agent's Message, the
"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
Securities according to the guaranteed delivery procedures set forth in "The
Exchange Offer--Procedures for Tendering" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of
the Prospectus or this Letter may be directed to the Exchange Agent, at the
address listed above, or Steven A. McArthur, General Counsel and Secretary of
the Company, at (402) 231-1641, 302 South 36th Street, Suite 400-A, Omaha,
Nebraska 68131.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS
TO THIS LETTER, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List in Box 1 below the Old Securities of which you are the holder. If the
space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Old Securities on a separate SIGNED schedule and affix
that schedule to this Letter.
2
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
PRINCIPAL AMOUNT OF
NAME(S) AND ADDRESS(ES) OF OLD SECURITIES PRINCIPAL AMOUNT
REGISTERED CERTIFICATE REPRESENTED BY OF OLD SECURITIES
HOLDER(S) (PLEASE FILL IN, IF BLANK) NUMBER(S)* CERTIFICATE(S) TENDERED**
- ------------------------------------ --------------- --------------------- -----------------
--------------- --------------------- -----------------
--------------- --------------------- -----------------
--------------- --------------------- -----------------
--------------- --------------------- -----------------
TOTALS:
- ------------------------------------ --------------- --------------------- -----------------
* Need not be completed if Old Securities are being tendered by book-entry transfer.
** Unless otherwise indicated, the entire principal amount of Old Securities represented by
a certificate delivered to the Exchange Agent will be deemed to have been tendered. See
Instruction 2. Old Securities tendered hereby must be in a principal amount of $1,000
and integral multiples thereof, provided that if any Old Securities are tendered for
exchange in part, the untendered principal amount thereof must be $100,000 or any
integral multiple of $1,000 in excess thereof. See Instruction 1.
- -----------------------------------------------------------------------------------------------
(Boxes below to be checked by Eligible Institutions only)
[ ] CHECK HERE IF TENDERED OLD SECURITIES 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
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DTC Account Number
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Transaction Code Number
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[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(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 Institution which Guaranteed Delivery
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If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution
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DTC Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
SECURITIES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE.
3
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD SECURITIES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name
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Address
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4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Company the aggregate principal amount of Old
Securities indicated above. Subject to and effective upon the acceptance for
exchange of all or any portion of the Old Securities tendered herewith in
accordance with the terms and conditions of the Exchange Offer (including, if
the Exchange Offer is extended or amended, the terms and conditions of any
such extension or amendment), the undersigned exchanges, assigns and
transfers to, or upon the order of, the Company all right, title and interest
in and to the Old Securities tendered.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as his or her agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company) with respect to the
tendered Old Securities, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest)
subject only to the right of withdrawal described in the Prospectus, to: (a)
deliver certificates for such Old Securities with all accompanying evidences
of transfer and authenticity to, or upon the order of, the Company upon
receipt by the Exchange Agent, as the undersigned's agent, of the New
Securities to which the undersigned is entitled upon the acceptance by the
Company of the Old Securities tendered under the Exchange Offer; (b) present
certificates for such Old Securities for transfer, and to transfer the Old
Securities on the books of the Company; and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of the Old Securities,
all in accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Old
Securities tendered hereby and that the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Company to be necessary or desirable to complete the assignment
and transfer of the Old Securities tendered. The undersigned has read and
agrees to all of the terms of the Exchange Offer.
The undersigned agrees that acceptance of any tendered Old Securities by
the Company and the issuance of New Securities in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Registration Rights Agreement (as defined in the Prospectus) and that, upon
the issuance of the New Securities, the Company will have no further
obligations or liabilities thereunder. By tendering Old Securities, the
undersigned hereby represents and agrees that (a) the undersigned is not an
"affiliate" of the Company within the meaning of Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act"); (b) any New
Securities to be received by the undersigned are being acquired in the
ordinary course of its business; and (c) the undersigned is not
participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the Securities Act) of
New Securities to be received in the Exchange Offer. By tendering Old
Securities pursuant to the Exchange Offer, a holder of Old Securities which
is a broker-dealer represents and agrees, consistent with certain
interpretive letters issued by the staff of the Division of Corporation
Finance of the Securities and Exchange Commission, that (a) such Old
Securities held by the broker-dealer are held only as a nominee, or (b) such
Old Securities were acquired by such broker-dealer for its own account as a
result of market-making activities or other trading activities and it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Securities; provided, however, that by
so acknowledging and by delivering a prospectus, such broker-dealer will not
be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
The undersigned understands that tenders of Old Securities pursuant to any
one of the procedures described in "The Exchange Offer--Procedures for
Tendering" section of the Prospectus and in the instructions hereto will,
upon the Company's acceptance for exchange of such tendered Old Securities,
constitute a binding agreement between the undersigned and the Company upon
the terms and subject to the conditions of the Exchange Offer. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
Old Securities tendered hereby.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Securities 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; Nonexchanged Old Securities" section of the
Prospectus.
5
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Securities
be issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Securities, that such New Securities be credited to the
account indicated above maintained at the Book-Entry Transfer Facility. If
applicable, substitute certificates representing Old Securities not exchanged
or not accepted for exchange will be issued to the undersigned or, in the
case of a book-entry transfer of Old Securities, will be credited to the
account indicated above maintained at the Book-Entry Transfer Facility.
Similarly, unless otherwise indicated under "Special Delivery Instructions"
below, please deliver New Securities to the undersigned at the address set
forth in Box 1.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
SECURITIES" ABOVE AND BY SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE OLD SECURITIES AS SET FORTH IN SUCH BOX ABOVE.
6
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT OLD SECURITIES ARE BEING
PHYSICALLY TENDERED HEREBY
X
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X
----------------------------------------------------------------
Area Code and Telephone Number:
This box must be signed by registered holder(s) of Old
Securities as their name(s) appear(s) on certificate(s) for Old
Securities hereby tendered or on a security position listing, or
by any person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Letter
(including such opinions of counsel, certifications and other
information as may be required by the Company or the Trustee for
the Old Securities to comply with the restrictions on transfer
applicable to the Old Securities). If signature is by an
attorney-in-fact, trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title
below. See Instruction 3.
Name(s):
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(Please Print)
Capacity (full title):
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----------------------------------------------------------------
Address:
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
(Including Zip Code)
Tax Indentification or Social Security Number(s):
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GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5 to determine if required.)
Authorized Signature:
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Name:
----------------------------------------------------------------
Name of Firm:
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Title:
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Address:
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Area Code and Telephone Number:
----------------------------------------------------------------
Dated:
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7
BOX 3
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Securities in a principal
amount not tendered, or New Securities, are to be issued in the name of
someone other than the person whose signature appears in Box 2.
Issue:
(check appropriate boxes)
[ ] Old Securities not tendered
[ ] New Securities, to:
Name
-------------------------------------------------------------------------
(Please Print)
Address
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Please complete the Substitute Form W-9 at Box 5 Tax. I.D. or Social
Security Number:
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BOX 4
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Securities in a principal
amount not tendered, or New Securities, are to be sent to someone other
than the person whose signature appears in Box 2 or to an address other
than that shown in Box 1.
Deliver:
(check appropriate boxes)
[ ] Old Securities not tendered
[ ] New Securities, to:
Name
---------------------------------------------------------------------------
(Please Print)
Address
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Please complete the Substitute Form W-9 at Box 5 Tax. I.D. or Social
Security Number:
---------------------------------------------------------------------------
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF THIS LETTER AND OLD SECURITIES; GUARANTEED DELIVERY
PROCEDURES. This Letter is to be completed by holders of Old Securities
either if certificates are to be forwarded herewith or if tenders are to be
made pursuant to the procedures for tender by book-entry transfer set forth
in "The Exchange Offer--Procedures for Tendering" section of the Prospectus.
Certificates for all physically tendered Old Securities, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter (or facsimile thereof) 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 5:00 p.m., New York City time, on the Expiration Date,
or the tendering holder must comply with the guaranteed delivery procedures
set forth below. Holders may tender their Old Securities in whole or in part
in a principal amount of $1,000 and integral multiples thereof, provided that
if any Old Securities are tendered for exchange in part, the untendered
principal amount thereof must be $100,000 or any integral multiple of $1,000
in excess thereof.
If a registered holder of Old Securities desires to tender such Old
Securities, and the Old Securities are not immediately available, or time
will not permit such holder's Old Securities or other required documents to
reach the Exchange Agent prior to the Expiration Date, or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected pursuant to the guaranteed delivery procedures set forth in "The
Exchange Offer--Procedures for Tendering" section of the Prospectus. Pursuant
to such procedures, if (a) the tender is made through an Eligible
Institution, (b) on or prior to the Expiration Date, the Exchange Agent
received from such Eligible Institution a properly completed and duly
executed Letter (or 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 Securities and the amount of Old Securities tendered, stating that the
tender is being made thereby and guaranteeing that within three New York
Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically tendered
Old Securities, 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 (c) the
certificates for all physically tendered Old Securities, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, and any other
documents required by this Letter are received by the Exchange Agent within
three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER. IF DELIVERY
IS BY MAIL, REGISTERED MAIL (RETURN RECEIPT REQUESTED AND PROPERLY INSURED)
OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. NO LETTERS OR OLD
SECURITIES SHOULD BE SENT TO THE COMPANY. To be tendered effectively, the Old
Securities, this Letter and all other required documents must be received by
the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration
Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Securities will be
determined by the Company, whose determination will be final and binding. The
Company reserves the absolute right to reject any or all tenders that are not
in proper form or the acceptance of which, in the opinion of the Company's
counsel, would be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Old Securities. All
tendering holders, by execution of this Letter, waive any right to receive
notice of acceptance of their Old Securities. Neither the Company, the
Exchange Agent nor any other person shall be obligated to give notice of
defects or irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER); WITHDRAWALS. If less than the entire principal amount of any Old
Security evidenced by a submitted certificate is tendered, the tendering
holder must fill in the principal amount tendered in the fourth column of Box
1 above. ALL OF THE OLD SECURITIES REPRESENTED BY A CERTIFICATE DELIVERED TO
THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE
INDICATED. A certificate for Old Securities not tendered will be sent to the
holder, unless otherwise provided in Box 5, as soon as practicable after the
Expiration Date, in the event that less than the entire principal amount of
Old Securities represented by a submitted certificate is tendered.
Old Securities tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Exchange Agent at its address set forth above or in the Prospectus. Any such
notice of withdrawal must specify the name of the person having tendered the
Old Securities to be withdrawn, identify the Old
9
Securities to be withdrawn (including the principal amount of such Old
Securities), and (where certificates for Old Securities have been
transmitted) specify the name in which such Old Securities are registered if
different from that of the withdrawing holder, accompanied by evidence
satisfactory to the Company that the person withdrawing the tender has
succeeded to the beneficial ownership of the Old Securities being withdrawn.
If certificates for Old Securities have been delivered or otherwise
identified to the Exchange Agent, then, prior to the release of such
certificates, the withdrawing holder must also submit the serial numbers of
the particular certificates to be withdrawn and a signed notice of withdrawal
with signatures guaranteed by an Eligible Institution unless such holder is
an Eligible Institution. If Old Securities have been tendered pursuant to the
procedure for book-entry transfer described in "The Exchange
Offer--Procedures for Tendering" 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 Securities and
otherwise comply with the procedures of such facility. If any Old Securities
are tendered for exchange but are not exchanged for any reason, or if any Old
Securities are submitted for a greater principal amount than the holder
desires to exchange, such unaccepted or nonexchanged Old Securities will be
returned to the holder thereof without cost to such holder (or, in the case
of Old Securities tendered by book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility pursuant to the book-entry
transfer procedures described in "The Exchange Offer--Procedures for
Tendering" section of the Prospectus, such Old Securities will be credited to
an account maintained with such Book-Entry Transfer Facility for the Old
Securities) as soon as practicable after withdrawal, rejection of tender,
termination of the Exchange Offer or submission of nonexchanged Old
Securities. Withdrawals of tenders of Old Securities may not be rescinded.
Old Securities properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any subsequent time
on or prior to the Expiration Date by following any of the procedures
described in "The Exchange Offer--Procedures for Tendering" section of the
Prospectus.
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all
parties. Neither the Company, any affiliates or assigns of the Company, the
Exchange Agent nor any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification.
3. SIGNATURES; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If this Letter is
signed by the holder(s) of Old Securities tendered hereby, the signature must
correspond with the name(s) as written on the face of the certificate(s) for
such Old Securities, without alteration, enlargement or any change
whatsoever.
If any of the Old Securities tendered hereby are owned by two or more
joint owners, all owners must sign this Letter.
If any tendered Old Securities are held in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are names in which certificates are
held.
Signatures on this Letter or a notice of withdrawal, as the case may be,
must be guaranteed by an Eligible Institution, unless the Old Securities
tendered pursuant thereto are tendered (a) by a registered holder who has not
completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter or (b) for the account of an Eligible
Institution. In the event that signatures on this Letter or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be by an Eligible Institution.
If this Letter is signed by a person other than the registered holder of
any Old Securities listed therein, such Old Securities must be endorsed or
accompanied by bond powers and a proxy which authorizes such person to tender
the Old Securities on behalf of the registered holder, in each case as the
name of the registered holder or holders appears on the Old Securities. If
this Letter or any Old Securities 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
person should so indicate when signing, and unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 5, the name and address to which the New Securities or
certificates for Old Securities not tendered are to be sent or issued, if
different from the name and address of the person signing this Letter. In the
case of issuance in a different name, the tax identification number of the
person named must also be indicated. A holder of Old Securities tendering Old
Securities by book-entry transfer may request that Old Securities not
exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such holder of Old Securities may designate hereon. If no such
instructions are given, such Old Securities not exchanged will be returned to
the name or address of the person signing this Letter.
10
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered Old Securities are accepted for exchange must provide
the Exchange Agent (as payor) with his or her 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 Exchange Agent is not provided with the
correct TIN, the holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery to the holder of the New
Securities pursuant to the Exchange Offer may be subject to back-up
withholding. (If withholding results in overpayment of taxes, a refund may be
obtained.) Exempt holders (including, among others, all corporations and
certain foreign individuals) are not subject to these back-up withholding and
reporting requirements. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
Under federal income tax laws, payments that may be made by the Company on
account of New Securities issued pursuant to the Exchange Offer may be
subject to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the
TIN provided is correct (or that the holder is awaiting a TIN) and that: (i)
the holder has not been notified by the Internal Revenue Service that he or
she is subject to back-up withholding as a result of failure to report all
interest or dividends; or (ii) the Internal Revenue Service has notified the
holder that he or she is no longer subject to back-up withholding; or (iii)
certify in accordance with the Guidelines that such holder is exempt from
back-up withholding. If the Old Securities are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
information on which TIN to report.
6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Old Securities to it or its order pursuant to
the Exchange Offer. If, however, the New Securities or certificates for Old
Securities not tendered are to be delivered to, or are to be issued in the
name of, any person other than the record holder, or if tendered certificates
are recorded in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed by any reason other than the transfer
of Old Securities to the Company or its order pursuant to the Exchange Offer,
then the amount of such transfer taxes (whether imposed on the record holder
or any other person) will be payable by the tendering holder. If satisfactory
evidence of payment of taxes or exemption from taxes is not submitted with
this Letter, the amount of transfer taxes will be billed directly to the
tendering holder.
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.
7. WAIVER OF CONDITIONS; NO CONDITIONAL TENDERS. The Company reserves the
absolute right to amend or waive any of the specified conditions in the
Exchange Offer.
No alternative, conditional, irregular or contingent tenders will be
accepted.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Old Securities have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent at the
address and telephone number indicated above.
IMPORTANT: THIS LETTER (OR A FACSIMILE THEREOF), TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER 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, ON OR PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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BOX 5
PAYER'S NAME: CHEMICAL TRUST COMPANY OF CALIFORNIA
SUBSTITUTE PART 1 --PLEASE PROVIDE YOUR TIN IN THE Social security number
Form W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND OR
DATING BELOW Employer identification number
-------------------------------------- ----------------------------------
Department of PART 2 --CERTIFICATION --UNDER PENALTIES OF PERJURY, I CERTIFY THAT::
the Treasury (1)The number shown on this form is my correct Taxpayer Identification Number
Internal Revenue Service (or I am waiting for a number to be issued to me); and
(2)I am not subject to backup withholding because (i) I am exempt from backup
PAYER'S withholding, (ii) I have not been notified by the Internal Revenue Service
REQUEST FOR (the "IRS") that I am subject to backup withholding as a result of a failure
TAXPAYER to report all interest or dividends, or (iii) the IRS has notified me that
IDENTIFICATION I am no longer subject to backup withholding.
NUMBER CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in part 2 above
("TIN") 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 stating that you are no longer
subject to backup withholding, do not cross out item (2).
--------------------------------------------------------------------------
SIGNATURE ................. DATE .................
NAME (Please Print) ...............................
PART 3
Awaiting TIN --> [ ]
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF 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 (i) 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
(ii) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within
60 days, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
Signature ............................. Date .............................
Name (Please Print) .......................................................
12