LETTER OF TRANSMITTAL
KATZ MEDIA CORPORATION
OFFER TO EXCHANGE ITS
10 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2007
FOR ANY AND ALL OF ITS OUTSTANDING
10 1/2% SERIES A SENIOR SUBORDINATED NOTES DUE 2007
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
TO: AMERICAN STOCK TRANSFER & TRUST COMPANY
By Hand/Overnight Courier:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
Attn: Reorganization Department
By Facsimile:
(718) 234-5001
Confirm by Telephone:
(800) 937-5449
For Information:
(800) 937-5449
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE
ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that it has received and reviewed a
prospectus dated , 1997 (the "Prospectus") of Katz Media
Corporation, a Delaware corporation (the "Company"), and this Letter of
Transmittal (this "Letter"), which together constitute the Company's offer
(the "Exchange Offer") to exchange $1,000 principal amount of 10 1/2% Series B
Senior Subordinated Notes due 2007 (the "New Notes") of the Company, which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the
Prospectus is a part, for each $1,000 principal amount of its issued and
outstanding 10 1/2% Series A Senior Subordinated Notes due 2007 (the "Old
Notes" and together with the New Notes, the "Notes") upon the terms and
subject to the conditions set forth in the Prospectus. Capitalized terms used
but not defined herein have the meanings given to them in the Prospectus.
Upon the terms and subject to the conditions set forth in the
Prospectus and this Letter of Transmittal, the Company will accept any and all
Old Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City
time, on the Expiration Date. The Company will issue $1,000 principal amount
of New Notes in
exchange for each $1,000 principal amount of outstanding Old Notes accepted in
the Exchange Offer. Interest on the New Notes will accrue from the last
interest payment date on which interest was paid on the Old Notes surrendered
in exchange therefor or, if no interest has been paid on the Old Notes, from
the date of original issuance of the Old Notes. Holders of Old Notes accepted
for exchange will be deemed to have waived the right to receive any other
payments on the Old Notes. 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 time and date to which the
Exchange Offer is extended. The Company shall notify the Exchange Agent of any
extension by oral or written notice prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.
This Letter is to be completed by a holder of Old Notes if (i)
certificates representing Old Notes are to be physically delivered to the
Exchange Agent herewith or (ii) a tender of Old 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" or "DTC")
pursuant to the procedures set forth in the Prospectus under "The Exchange
Offer--Procedures for Tendering." Holders of Old Notes whose certificates are
not immediately available, or who are unable to deliver their certificates or
a timely confirmation of a book-entry transfer ("Book-Entry Confirmation") of
their Old Notes into the Exchange Agent's account at the Book-Entry Transfer
Facility and all other documents required by this Letter to the Exchange Agent
on or prior to the Expiration Date, must tender their Old Notes according to
the guaranteed delivery procedures set forth in the Prospectus under "The
Exchange Offer--Guaranteed Delivery Procedures." See Instruction 1. DELIVERY
OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY
TO THE EXCHANGE AGENT.
The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
Listed below are the Old Notes to which this Letter relates. If the
space provided below is inadequate, the certificate numbers and principal
amount of Old Notes should be listed on a separate signed schedule affixed
hereto.
2
DESCRIPTION OF OLD NOTES
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1 2 3 4
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Name(s) and Address(es) of Aggregate Principal Principal Amount
Registered Holder(s) (Please Certificate Amount Represented Tendered if Less than
fill in, if blank) Number(s)* by Certificate(s) All**
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Total:
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* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the
Old Notes indicated in column 3. See Instruction 2. Old Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction
1.
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
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Account Number 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 Registered 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 Institution that guaranteed delivery
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IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number Transaction Code Number
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.
Name:
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Address:
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3
SPECIAL ISSUANCE INSTRUCTIONS (See
Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes in a principal
amount not tendered or not accepted for exchange and/or New Notes are to be
issued in the name of and sent to someone other than the person or persons
whose signature(s) appear(s) on this Letter below, or if Old Notes tendered by
book-entry transfer which are not accepted for exchange or New Notes are to be
credited to an account maintained at the Book-Entry Transfer Facility other
than the account indicated above.
Issue: New Notes and/or Old Notes to:
Name(s):
- ------------------------------------------------------------------------------
(Please Type or Print)
- ------------------------------------------------------------------------------
(Please Type or Print)
Address:
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- ------------------------------------------------------------------------------
(Including Zip Code)
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(Tax Identification or Social Security No.)
[ ] Credit unexchanged Old Notes and/or New Notes delivered by book-entry
transfer to the Book-Entry Transfer Facility account set forth below.
- ------------------------------------------------------------------------------
(Book Entry Transfer Facility
Account Number, if applicable)
SPECIAL DELIVERY INSTRUCTIONS (See
Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes in a principal
amount not tendered or not accepted for exchange and/or New Notes are to be
sent to someone other than the person or persons whose signature(s) appear(s)
on this Letter below or to such person or persons at an address other than
shown in the box entitled "Description of Old Notes" on this Letter above.
Mail: New Notes and/or Old Notes to:
Name(s):
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(Please Type or Print)
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(Please Type or Print)
Address:
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(Including Zip Code)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal amount
of Old Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Old Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company, all right, title
and interest in and to such Old Notes as are being tendered hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent its
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company and as Trustee under the indenture relating
to the Notes) with respect to the tendered Old Notes with full power of
substitution to (i) deliver certificates for such Old Notes to the Company, or
transfer ownership of such Old Notes on the account books maintained by DTC
and deliver all accompanying evidence of transfer and authenticity to, or upon
the order of, the Company and (ii) present such Old Notes for transfer on the
books of the Company and receive all benefits and otherwise exercise all
rights of beneficial ownership of such Old Notes, all in accordance with the
terms and subject to the conditions of the Exchange Offer. The Power of
Attorney granted in this paragraph shall be deemed irrevocable from and after
the Expiration Date and coupled with an interest.
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 the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted
by the Company. The undersigned hereby further represents that any New Notes
acquired in exchange for Old Notes tendered hereby will have been acquired in
the ordinary course of business of the person receiving such New Notes,
whether or not such person is the undersigned, that neither the holder of such
Old Notes nor any such other person is engaged in, or intends to engage in, or
has an arrangement or understanding with any person to participate in, the
distribution (within the meaning of the Securities Act) of such New Notes and
that neither the holder of such Old Notes nor any such other person is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act.
The undersigned also acknowledges that this Exchange Offer is being
made by the Company in reliance on interpretations by the staff of the
Securities and Exchange Commission (the "Commission") set forth in no-action
letters issued to third parties, that the New Notes issued pursuant to the
Exchange Offer in exchange for the Old Notes may be offered for resale, resold
and otherwise transferred by any holder of such New Notes (other than any such
holder which 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 holder's business and such
holder has no arrangement or understanding with any person to participate in
the distribution (within the meaning of the Securities Act) of such New Notes.
If the undersigned is not a broker-dealer, the undersigned represents that it
is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution (within the
meaning of the Securities Act) of New Notes. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes that were acquired as a result of market-making activities or other
trading activities, it represents that the Old Notes to be exchanged for New
Notes were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
New Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The undersigned acknowledges that in reliance
on an interpretation by the staff of the Commission, a broker-dealer may
fulfill its prospectus delivery requirement with respect to the New Notes
(other than a resale of an unsold allotment from the original sale of the Old
Notes) with the Prospectus which constitutes part of this Exchange Offer.
5
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 sale, assignment and transfer of the
Old Notes tendered hereby. All authority conferred or agreed to be conferred
in this Letter and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death, incapacity or dissolution of
the undersigned. The tender may be withdrawn only in accordance with the
procedures set forth under the caption "The Exchange Offer--Withdrawal Rights"
in the Prospectus.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes
not exchanged) in the name of the undersigned or, in the case of a book-entry
transfer of Old Notes, please credit the account indicated above maintained at
the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" above, please send the New
Notes (and, if applicable, substitute certificates representing Old Notes for
any Old Notes not exchanged) to the undersigned at the address shown above in
the box entitled "Description of Old Notes." The undersigned recognizes that
the Company has no obligation pursuant to the "Special Payment Instructions"
and "Special Delivery Instructions" to transfer any Old Notes from the name of
the registered holder(s) thereof if the Company does not accept for exchange
any of the Old Notes so tendered.
Holders of Old Notes who wish to tender their Old Notes and (i) whose
Old Notes are not immediately available or (ii) who cannot deliver their Old
Notes, this Letter or any other documents required hereby to the Exchange
Agent, or cannot complete the procedure for book-entry transfer, prior to the
Expiration Date, may tender their Old Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The
Exchange Offer--Guaranteed Delivery Procedures." See Instruction 1 regarding
the completion of Letter printed below.
For purposes of the Exchange Offer, the Company shall be deemed to
have accepted validly tendered Old Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X , 1997
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X , 1997
- ------------------------------------------- ---------------------------
Signature(s) of Owner(s) Date
Area Code and Telephone Number:
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If a holder is tendering any Old Notes, this Letter must be signed by
the registered holder(s) thereof as the name(s) appear(s) on the Old Notes or,
if the Old Notes are tendered by a participant in DTC, as such participant's
name appears on a security position listing maintained by DTC, or by any
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted herewith. If Old Notes to which this Letter relates are
held of record by two or more joint holders, then all such holders must sign
this Letter. If signature is by a trustee, executor, administrator, guardian,
attorneys-in-fact, officers of corporations or other person acting in a
fiduciary or representative capacity, please set forth full title. See
Instruction 3.
Name(s):
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- ----------------------------------------------------------------------------
(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
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(Authorized Signature)
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(Title)
- ----------------------------------------------------------------------------
(Name and Firm)
Dated: , 1997
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
OF KATZ MEDIA CORPORATION TO EXCHANGE
10 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2007
FOR ANY AND ALL OF ITS OUTSTANDING
10 1/2% SERIES A SENIOR SUBORDINATED NOTES DUE 2007
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders (which term, for purposes
of the Exchange Offer, includes any participant in the Book-Entry Transfer
Facility system whose name appears on a security position listing as the
holder of such Old Notes) either if certificates are to be forwarded herewith
or if tenders are to be made pursuant to the procedures for delivery by
book-entry transfer set forth in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering." Certificates for all physically
tendered Old Notes or Book-Entry Confirmations, as the case may be, as well
as this properly completed and duly executed Letter (or manually signed
facsimile hereof) 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. Old Notes
tendered hereby must be in denominations of principal amount of $1,000 and any
integral multiple thereof.
Holders of Old Notes whose certificates of Old Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to 5:00 p.m., New York
City time, on the Expiration Date, or who cannot complete the procedure for
book-entry transfer on a timely basis, may tender their Old Notes pursuant to
the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures." Pursuant to such
procedures, (i) such tender must be made through an Eligible Institution; (ii)
on or prior to the Expiration Date, the Exchange Agent must receive from such
holder and Eligible Institution a properly completed and duly executed Notice
of Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes, the certificate number or numbers of the
tendered Old Notes and the principal amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange trading days after the date of delivery of the Notice of
Guaranteed Delivery, the certificates for all physically tendered Old Notes,
or a Book-Entry Confirmation, a duly executed Letter, and any other documents
required by this Letter will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) the certificates for all physically tendered Old
Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case
may be, and all properly completed and executed documents required by this
Letter must be received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date.
Only a holder of Old Notes may tender such Old Notes in the Exchange
Offer. Any beneficial holder of Old Notes who is not the registered holder and
who wishes to tender should arrange with the registered holder to execute and
deliver this Letter on his or her behalf or must, prior to completing and
executing this Letter and delivering his or her Old Notes, either make
appropriate arrangements to register ownership of the Old Notes in such
holder's name or obtain a properly completed bond power from the registered
holder.
The method of delivery of the Old Notes and this Letter and all other
required documents to the Exchange Agent is at the election and risk of the
holder. Instead of delivery by mail, it is recommended that holders 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 or Old Notes, or Book-Entry Confirmation, as the case may be, should
be sent to the Company.
8
See the Prospectus under "The Exchange Offer."
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER).
Tenders of Old Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Old Notes evidenced by
a submitted certificate are to be tendered, the tendering holder(s) should
fill in the aggregate principal amount of Old Notes to be tendered in the box
above entitled "Description of Old Notes--Principal Amount Tendered if Less
than All." A reissued certificate representing the balance of nontendered Old
Notes will be sent to such tendering holder, unless otherwise provided in the
appropriate box on this Letter, promptly after the Expiration Date. The entire
principal amount of Old Notes delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name on the
face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
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 copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the
Old Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New Notes
are to be issued, or any untendered Old Notes are to be reissued, to a person
other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) or bond power(s) must be guaranteed by an Eligible Institution
(as defined below).
If this Letter is signed by a person other than the registered holder
or holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate powers of attorney, in either case,
signed exactly as the name or names on the registered holder appear(s) on the
certificate(s) and signatures on such certificate(s) must be guaranteed by an
Eligible Institution.
If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must
be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY 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 17A-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (COLLECTIVELY, "ELIGIBLE INSTITUTIONS").
SIGNATURES ON THIS LETTER MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
UNLESS THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD NOTES WHO
HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR
9
"SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER; OR (II) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION. IN ALL OTHER CASES, ALL SIGNATURES ON THIS LETTER MUST
BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box
the name and address to which New Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Notes not exchanged are to be
issued or sent, if different from the name or address of the person signing
this Letter. In the case of issuance in a different name, the employer
identification number or social security number of the person named must also
be indicated. Holders tendering Old Notes by book-entry transfer may request
that Old Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such holder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name or address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
United States Federal income tax law may require that a tendering
holder whose Old Notes are accepted for exchange provide the Company (as
payor) with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which in the case of a tendering holder who is an
individual, is his or her social security number. If the Company is not
provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the United States
Internal Revenue Service (the "IRS"). In addition, such tendering holder may
be subject to backup withholding in an amount equal to 31% of all reportable
payments made after the exchange. If withholding results in an overpayment for
taxes, a refund may be obtained.
Exempt holders of Old Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding requirements. See the enclosed Guidelines For Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
To prevent backup withholding, each exchanging holder must provide
such holder's correct TIN by completing the Substitute Form W-9 enclosed
herewith, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding,
(ii) the holder has not been notified by the IRS that such holder is subject
to backup withholding as a result of a failure to report all interest or
dividends, or (iii) the IRS has notified the holder that such holder is no
longer subject to backup withholding. In order to satisfy the Exchange Agent
that a foreign individual qualifies as an exempt recipient, such holder must
submit a statement signed under penalty of perjury attesting to such exempt
status. Such statements may be obtained from the Exchange Agent. If the Old
Notes are in more than one name or are not in the name of the actual owner,
consult the Substitute Form W-9 for information on which TIN to report. If you
do not provide your TIN to the Company within 60 days, backup withholding will
begin and continue until you furnish your TIN to the Company.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of New Notes in exchange for Old Notes pursuant to the Exchange
Offer. If, however, New Notes and/or Old Notes for principal amounts not
tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered
holder of the Old Notes tendered hereby, or if tendered Old Notes are
registered in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed for any reason other than the transfer
of Old Notes to the Company or its order pursuant to the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the registered holder or
any other person) will be payable by the tendering holder. If satisfactory
evidence of payment of such taxes or
10
exemption therefrom is not submitted herewith, the amount of such transfer
taxes will be billed directly to such tendering holder.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to amend, modify or waive
satisfaction of any or all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Old Notes
for exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity to any tender of Old
Notes, nor shall any of them incur any liability for failure to give any such
notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus and this Letter, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
11
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PAYER'S NAME: KATZ MEDIA CORPORATION
- -------------------------------------------------------------------------------------------------------------------------
Name (if joint names, list first and
circle the name of the person or entity
whose number you enter in Part 1 below).
SUBSTITUTE FORM W-9 ------------------------------------------------------------------------------------
Address
DEPARTMENT OF THE TREASURY ------------------------------------------------------------------------------------
INTERNAL REVENUE SERVICE City, State and Zip Code
------------------------------------------------------------------------------------
PAYER'S REQUEST FOR List account number(s) here (optional)
TAXPAYER IDENTIFICATION ------------------------------------------------------------------------------------
NUMBER (TIN) Part 1--PLEASE PROVIDE YOUR Social Security Number or TIN
TAXPAYER IDENTIFICATION NUMBER
("TIN") IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING
BELOW
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Part 2--Check the box if you are NOT subject to backup withholding under the
provisions of section 3408(a)(1)(C) of the Internal Revenue Code because (1)
you have not been notified that you are subject to backup withholding as a
result of failure to report all interest of dividends or (2) the Internal
Revenue Service has notified you that you are no longer subject to backup
withholding.[ ]
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CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I Part 3--
CERTIFY THAT THE INFORMATION PROVIDED ON THIS
FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE _____________________ DATE _____________ Awaiting TIN[ ]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
12