EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
MAJESTIC INVESTOR HOLDINGS, LLC
MAJESTIC INVESTOR CAPITAL CORP.
OFFER TO EXCHANGE
$152,632,000 11.653% SENIOR SECURED NOTES DUE 2007 FOR ANY AND ALL
UNREGISTERED 11.653% SENIOR SECURED NOTES DUE 2007
PURSUANT TO THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
The Exchange Agent is:
THE BANK OF NEW YORK
Deliver to:
<Table>
BY MAIL: BY HAND: NEW YORK DROP:
The Bank of New York The Bank of New York The Bank of New York
15 Broad Street, 16th Floor Corporate Trust Operations
New York, NY 10007 15 Broad Street, 16th Floor
New York, NY 10007
</Table>
BY FACSIMILE:
( ) -
CONFIRM BY TELEPHONE:
( ) -
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL
NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the prospectus (the
"Prospectus") dated , 2002, of Majestic Investor Holdings, LLC, a
Delaware limited liability company and Majestic Investor Capital Corp., a
Delaware corporation (collectively, the "Issuers"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together constitute the
Issuers' offer (the "Exchange Offer") to exchange $152,632,000 principal amount
of their 11.653% Senior Secured Notes due 2007 (the "Registered Notes") that
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for $153,632,000 principal amount of their outstanding
11.653% Senior Secured Notes due 2007 (the "Unregistered Notes"). Recipients of
the Prospectus should read the requirements described in the Prospectus with
respect to eligibility to participate in the Exchange Offer. Capitalized terms
used but not defined herein have the meaning given to them in the Prospectus.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX
BELOW.
This Letter of Transmittal is to be used by a holder of Unregistered Notes
(i) if certificates representing tendered Unregistered Notes are to be forwarded
herewith, or (ii) if a tender is made pursuant to the guaranteed delivery
procedures in the section of the Prospectus entitled "The Exchange Offer,
Procedures for Tendering."
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through DTC's Automated Tender Offer
Program for which the Exchange Offer will be eligible. DTC participants that are
accepting the Exchange Offer must transmit their acceptance to DTC which will
verify the acceptance and execute a book-entry delivery to the Exchange Agent's
account at DTC. DTC will then send an agent's message forming part of a
book-entry transfer in which the participant agrees to be bound by the terms of
the Letter of Transmittal (an "Agent's Message") to the Exchange Agent for its
acceptance. Transmission of the Agent's Message by DTC will satisfy the terms of
the Exchange Offer as to execution and delivery of a Letter of Transmittal by
the participant identified in the Agent's Message.
In order properly to complete this Letter of Transmittal, a holder of
Unregistered Notes must (i) complete the box entitled, "Description of
Unregistered Notes Tendered," (ii) if appropriate, check and complete the boxes
relating to book-entry transfer, guaranteed delivery, Special Issuance
Instructions and Special Delivery Instructions, (iii) sign the Letter of
Transmittal by completing the box entitled "Sign Here," and (iv) complete the
Substitute Form W-9. Each holder of Unregistered Notes should carefully read the
detailed instructions below prior to completing the Letter of Transmittal.
Holders of Unregistered Notes who desire to tender their Unregistered Notes
for exchange and whose Unregistered Notes are not immediately available or who
cannot deliver their Unregistered Notes, this Letter of Transmittal and all
other documents required hereby to the Exchange Agent or complete the procedures
for book-entry transfer on or prior to the Expiration Date, must tender the
Unregistered Notes pursuant to the guaranteed delivery procedures set forth in
the section of Prospectus entitled "The Exchange Offer, Procedures for
Tendering." See Instruction 2. Delivery of documents to DTC does not constitute
delivery to the Exchange Agent. In order to ensure participation in the Exchange
Offer, Unregistered Notes must be properly tendered prior to the Expiration
Date.
Holders of Unregistered Notes who wish to tender their Unregistered Notes
for exchange must complete columns (1) through (3) in box below entitled
"Description of Unregistered Notes Tendered," and sign the box below entitled
"Sign Here." If only those columns are completed, such holder of Unregistered
Notes will have tendered for exchange all Unregistered Notes listed in column
(3) below. If the holder of Unregistered Notes wishes to tender for exchange
less than all of such Unregistered Notes, column (4) must be completed in full.
In such case, such holder of Unregistered Notes should refer to Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided in
the Prospectus. During any such extension of the Exchange Offer, all
Unregistered Notes previously tendered and not withdrawn pursuant to the
Exchange Offer will remain subject to such Exchange Offer. The Exchange Offer is
scheduled to expire at 5:00 p.m., New York City time, on , 2002,
unless extended by the Issuers.
The undersigned hereby tenders for exchange the Unregistered Notes
described in the box entitled "Description of Unregistered Notes Tendered" below
pursuant to the terms and conditions described in the Prospectus and this Letter
of Transmittal.
2
<Table>
<Caption>
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DESCRIPTION OF REGISTERED NOTES TENDERED
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(1) (2) (3)
AGGREGATE (4)
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE REPRESENTED BY TENDERED FOR
(PLEASE FILL IN, IF BLANK) NUMBER(S) CERTIFICATE(S)(A) EXCHANGE(B)
- ---------------------------------------------------------------------------------------------------------------------------
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Total Principal
Amount Tendered
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(A) Unless otherwise indicated in this column, any tendering holder will be deemed to have tendered the entire principal
amount represented by the Unregistered Notes indicated in the column labeled "Aggregate Principal Amount Represented
by Certificate(s)." See Instruction 5.
(B) The minimum permitted tender is $1,000 in principal amount of Unregistered Notes. All other tenders must be integral
multiples of $1,000.
- ---------------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED UNREGISTERED NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
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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Only registered holders are entitled to tender their Unregistered Notes for
exchange in the Exchange Offer. Any financial institution that is a participant
in DTC's system and whose name appears on a security position listing as the
record owner of the Unregistered Notes and who wishes to make book-entry
delivery of Unregistered Notes as described above must complete and execute a
participant's letter (which will be distributed to participants by DTC)
instructing DTC's nominee to tender such Unregistered Notes for exchange.
Persons who are beneficial owners of Unregistered Notes but are not registered
holders and who seek to tender Unregistered Notes should (i) contact the
registered holder of such Unregistered Notes and instruct such registered holder
to tender on his or her behalf, (ii) obtain and include with this Letter of
Transmittal, Unregistered Notes properly endorsed for transfer by the registered
holder or accompanied by a properly completed bond power from the registered
holder, with signatures on the endorsement or bond power guaranteed by a firm
that is a member of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., a commercial bank or trading
company having an office in the United States or certain other eligible
guarantors (each, an "Eligible Institution"), or (iii) effect a record transfer
of such Unregistered Notes from the registered holder to such beneficial owner
and comply with the requirements applicable to registered holders for tendering
Unregistered Notes prior to the Expiration Date. See "The Exchange
Offer -- Procedures for Tendering."
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
3
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers for exchange the Unregistered Notes
indicated above. Subject to, and effective upon, acceptance for purchase of the
Unregistered Notes tendered herewith, the undersigned hereby sells, assigns,
transfers and exchanges to the Issuers all right, title and interest in and to
all such Unregistered Notes tendered for exchange hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as 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 Issuers) with respect to such
Unregistered 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 Unregistered Notes, or
transfer ownership of such Unregistered Notes on the account books maintained by
DTC, together, in each such case, with all accompanying evidences of transfer
and authenticity to the Issuers, (b) present and deliver such Unregistered Notes
for transfer on the books of the Issuers, and (c) receive all benefits or
otherwise exercise all rights and incidents of beneficial ownership of such
Unregistered Notes, all in accordance with the terms of the Exchange Offer.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Unregistered Notes and to
acquire Registered Notes issuable upon the exchange of such tendered
Unregistered Notes, and that, when the same are accepted for exchange, the
Issuers will acquire good and unencumbered title to the tendered Unregistered
Notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned also warrants that it will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Issuers to be necessary or desirable to complete the
exchange, assignment and transfer of tendered Unregistered Notes or transfer
ownership of such Unregistered Notes on the account books maintained by the
book-entry transfer facility. The undersigned further agrees that acceptance of
any and all validly tendered Unregistered Notes by the Issuers and the issuance
of Registered Notes in exchange therefor shall constitute performance in full by
the Issuers of their obligations under the Registration Rights Agreement.
By tendering, each holder of Unregistered Notes represents that the
Registered Notes acquired in the exchange will be obtained in the ordinary
course of such holder's business, that such holder has no arrangement with any
person to participate in the distribution of such Registered Notes, that such
holder is not an "affiliate" of the Issuers within the meaning of Rule 405 under
the Securities Act and that such holder is not engaged in, and does not intend
to engage in, a distribution of the Registered Notes. Any holder of Unregistered
Notes who is an affiliate of the Issuers or who tenders Unregistered Notes in
the Exchange Offer for the purpose of participating in a distribution of the
Registered Notes cannot rely on the position of the staff of the Securities and
Exchange Commission (the "Commission") enunciated in its series of interpretive
"no-action" letters with respect to exchange offers and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction.
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Registered Notes. If the undersigned is a broker-dealer holding Unregistered
Notes that were acquired for its own account as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of Registered Notes received in respect of such Unregistered Notes
pursuant to the Exchange Offer, however, by so acknowledging and by delivering a
prospectus in connection with the exchange of Unregistered Notes, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
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. Unregistered Notes properly tendered may be withdrawn at any time
prior to the Expiration Date in accordance with the terms of this Letter of
Transmittal.
The Exchange Offer is subject to certain conditions, each of which may be
waived or modified by the Issuers, in whole or in part, at any time and from
time to time, as described in the Prospectus under the caption "The Exchange
Offer -- Conditions to the Exchange Offer." The undersigned recognizes that as a
result of such conditions the Issuers may not be required to accept for
exchange, or to issue Registered Notes in exchange for, any of the Unregistered
Notes properly tendered hereby. In such event, the tendered Unregistered Notes
not accepted for exchange will be returned to
4
the undersigned without cost to the undersigned 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,
please return any certificates representing Unregistered Notes not tendered or
not accepted for exchange in the name(s) of the holder(s) appearing under
"Description of Unregistered Notes Tendered." Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail any certificates
representing Unregistered Notes not tendered or not accepted for exchange (and
accompanying document, as appropriate) to the address(es) of the holder(s)
appearing under "Description of Unregistered Notes Tendered." In the event that
both the "Special Issuance Instructions" and the "Special Delivery Instructions"
are completed, please issue the certificates representing the Registered Notes
issued in exchange for the Unregistered Notes accepted for exchange in the
name(s) of, and return any Unregistered Notes not tendered or not accepted for
exchange to, the person or persons so indicated. Unless otherwise indicated
under "Special Issuance Instructions," in the case of a book-entry delivery of
Unregistered Notes, please credit the account maintained at DTC with any
Unregistered Notes not tendered or not accepted for exchange. The undersigned
recognizes that the Issuers do not have any obligation pursuant to the Special
Issuance Instructions, to transfer any Unregistered Notes from the name of the
holder thereof if the Issuers do not accept for exchange any of the Unregistered
Notes so tendered or if such transfer would not be in compliance with any
transfer restrictions applicable to such Unregistered Notes.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the (i) Registered Notes issued for
Unregistered Notes, certificates for Unregistered Notes in a principal
amount not exchanged for Registered Notes, or Unregistered Notes (if any)
not tendered for exchange are to be issued in the name of someone other
than the undersigned, or (ii) Unregistered Notes tendered by book-entry
transfer which are not exchanged are to be returned by credit to an
account maintained at DTC other than the account indicated above.
Issue to:
Name:
----------------------------------------------------
(PLEASE PRINT)
Address:
--------------------------------------------------
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
Credit Unregistered Notes not exchanged and delivered by book-entry
transfer to the DTC account set forth below:
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(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the Registered Notes issued for Unregistered
Notes, certificates for Unregistered Notes in a principal amount not
exchanged for Registered Notes, or Unregistered Notes (if any) not
tendered for exchange are to be sent to someone other than the undersigned
or to the undersigned at an address other than that shown above.
Mail to:
Name:
----------------------------------------------------
(PLEASE PRINT)
Address:
--------------------------------------------------
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------------------------------------------------------------
(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
5
SIGN HERE TO TENDER YOUR UNREGISTERED NOTES IN THE EXCHANGE OFFER
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S) OF UNREGISTERED NOTES
Dated:
- --------------------------------------------------------------------------------
(Must be signed by the registered holder(s) of Unregistered Notes exactly
as name(s) appear(s) on certificate(s) representing the Unregistered Notes or on
a security position listing or by person(s) authorized to become registered
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)
- --------------------------------------------------------------------------------
Name(s)
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(PLEASE TYPE OR PRINT)
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Tax Identification or Social Security No.
- ---------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 6)
Authorized Signature
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Title
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------------
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN THIS LETTER OF
TRANSMITTAL
6
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 Unregistered Notes tendered hereby are tendered (a) by
the registered holder(s) of Unregistered Notes thereof, unless such holder has
completed either the box entitled "Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" above, or (b) or the account of a firm
that is a member of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having an office in the United States (each, an "Eligible Institution").
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by in Eligible Institution. Persons who are beneficial owners of
Unregistered Notes but are not the registered holder(s) and who seek to tender
Unregistered Notes for exchange should (i) contact the registered holder(s) of
such Unregistered Notes and instruct such registered holder(s) to tender on such
beneficial owner's behalf, (ii) obtain and include with this Letter of
Transmittal, Unregistered Notes properly endorsed for transfer by the registered
holder(s) or accompanied by a properly completed bond power from the registered
holder(s) with signatures on the endorsement or bond power guaranteed by an
Eligible Institution, or (iii) effect a record transfer of such Unregistered
Notes from the registered holder(s) to such beneficial owner and comply with the
requirements applicable to registered holder(s) for tendering Unregistered Notes
for exchange prior to the Expiration Date. See Instruction 6.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR
UNREGISTERED NOTES OR BOOK-ENTRY CONFIRMATIONS; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed by registered
holder(s) if certificates representing Unregistered Notes are to be forwarded
herewith. All physically delivered Unregistered Notes, as well as a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) and any other required documents, must be received by the Exchange
Agent at its address set forth herein prior to the Expiration Date or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Delivery of the documents to DTC does not constitute delivery to the
Exchange Agent.
The method of delivery of this Letter of Transmittal, Unregistered Notes
and all other required documents to the Exchange Agent is at the election and
risk of the holder thereof. If such delivery is by mail, it is suggested that
holders use properly insured registered mail, return receipt requested, and that
the mailing be sufficiently in advance of the Expiration Date, to permit
delivery to the Exchange Agent prior to such date. Except as otherwise provided
below, the delivery will be deemed made when actually received or confirmed by
the Exchange Agent. This Letter of Transmittal and Unregistered Notes tendered
for exchange should be sent only to the Exchange Agent, not to the Issuers.
A holder who desires to tender Unregistered Notes for exchange and who
cannot comply with the procedures set forth herein for tender on a timely basis
or whose Unregistered Notes are not immediately available must comply with the
guaranteed delivery procedures described below.
If holders desire to tender Unregistered Notes for exchange pursuant to the
Exchange Offer and (i) certificates representing such Unregistered Notes are not
lost but are not immediately available, (ii) time will not permit this Letter of
Transmittal, certificates representing Unregistered Notes or other required
documents to reach the Exchange Agent prior to the Expiration Date, or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such holder may effect a tender of Unregistered Notes for exchange in
accordance with the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Procedures for Tendering."
Pursuant to the guaranteed delivery procedures:
(a) such tender must be made by or through an Eligible Institution
(defined as an institution that is a recognized member in good standing of
a Medallion Signature Guarantee Program recognized by the Exchange Agent,
i.e., the Securities Transfer Agent's Medallion Program, the Stock
Exchange's Medallion Program and the New York Stock Exchange's Medallion
Signature Program);
(b) prior to the Expiration Date, the Exchange Agent must have
received from such Eligible Institution, at one of the addresses of the
Exchange Agent set forth herein, a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile, mail or hand delivery)
substantially in the form provided by the Issuers setting forth the name(s)
and address(es) of the registered holder(s) of such Unregistered Notes, the
certificate number(s) and the principal amount of Unregistered Notes being
tendered for exchange and stating that the tender is being made thereby and
guaranteeing that, within three (3) New York Stock Exchange trading days
after the Expiration
7
Date, a properly completed and duly executed Letter of Transmittal, or a
facsimile thereof, together with certificates representing the Unregistered
Notes (or confirmation of book-entry transfer of such Unregistered Notes
into the Exchange Agent's account with DTC and an Agent's Message) and any
other documents required by this Letter of Transmittal and the instructions
hereto, will be deposited by such Eligible Institution with the Exchange
Agent; and
(c) this Letter of Transmittal or a facsimile thereof, properly
completed together with duly executed certificates for all physically
delivered Unregistered Notes in proper form for transfer (or confirmation
of book-entry transfer of such Unregistered Notes into the Exchange Agent's
account with DTC as described above) and all other required documents must
be received by the Exchange Agent within three (3) New York Stock Exchange
trading days after the date of the Notice of Guaranteed Delivery.
All tendering holders, by execution of this Letter of Transmittal, waive
any right to receive any notice of the acceptance of their Unregistered Notes
for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Unregistered Notes Tendered" above is adequate, the certificate
numbers and principal amounts of Unregistered Notes tendered should be listed on
a separate signed schedule affixed hereto.
4. WITHDRAWAL OF TENDERS. A tender of Unregistered Notes may be withdrawn
at any time prior to the Expiration Date by delivery of written or facsimile
(receipt confirmed by telephone) notice of withdrawal to the Exchange Agent at
the address set forth on the cover of this Letter of Transmittal. To be
effective, a notice of withdrawal must (i) specify the name of the person having
tendered the Unregistered Notes to be withdrawn (the "Depositor"), (ii) identify
the Unregistered Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Unregistered Notes), (iii) specify the
principal amount of Unregistered Notes to be withdrawn, (iv) include a statement
that such holder is withdrawing his election to have such Unregistered Notes
exchanged, (v) be signed by the holder in the same manner as the original
signature on the Letter of Transmittal by which such Unregistered Notes were
tendered or as otherwise described above (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
trustee under the Indenture register the transfer of such Unregistered Notes
into the name of the person withdrawing the tender, and (vi) specify the name in
which any such Unregistered Notes are to be registered, if different from that
of the Depositor. The Exchange Agent will return the properly withdrawn
Unregistered Notes promptly following receipt of notice of withdrawal. If
Unregistered Notes have been tendered pursuant to the procedure for book-entry
transfer, any notice of withdrawal must specify the name and number of the
account at the book-entry transfer facility. All questions as to the validity of
notices of withdrawals, including, time of receipt, will be determined by the
Issuers and such determination will be final and binding on all parties.
Any Unregistered Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Unregistered Notes
which have been tendered for exchange but which are not exchanged for any reason
will be returned to the holder thereof without cost to such holder (or, in the
case of Unregistered Notes tendered by book-entry transfer into the Exchange
Agent's account at the book-entry transfer facility pursuant to the book-entry
transfer procedures described above, such Unregistered Notes will be credited to
an account with such book-entry transfer facility specified by the holder) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Unregistered Notes may be retendered by
following one of the procedures described under the caption "The Exchange
Offer -- Procedures for Tendering" in the Prospectus at any time prior to the
Expiration Date.
5. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF UNREGISTERED NOTES WHO
TENDER BY BOOK-ENTRY TRANSFER). Tenders of Unregistered Notes will be accepted
only in integral multiples of $1,000 principal amount. If a tender for exchange
is to be made with respect to less than the entire principal amount of any
Unregistered Notes, fill in the principal amount of Unregistered Notes which are
tendered for exchange in column (4) of the box entitled "Description of
Unregistered Notes Tendered," as more fully described in the footnotes thereto.
In the case of a partial tender for exchange, a new certificate, in fully
registered form, for the remainder of the principal amount of the Unregistered
Notes, will be sent to the holders of Unregistered Notes unless otherwise
indicated in the boxes entitled "Special Issuance Instructions" or "Special
Delivery Instructions" above, as soon as practicable after the expiration or
termination of the Exchange Offer.
8
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the holder(s) of the
Unregistered Notes tendered for exchange 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 Unregistered 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 Unregistered 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 of Transmittal and any necessary or required documents as
there are names in which certificates are held.
If this Letter of Transmittal 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 proper evidence satisfactory to the
Issuers of its authority so to act must be submitted, unless waived by the
Issuers.
If this Letter of Transmittal is signed by the holder(s) of the
Unregistered Notes listed and transmitted hereby, no endorsements of
certificates or separate bond powers are required unless certificates for
Unregistered Notes not tendered or not accepted for exchange are to be issued or
returned in the name of a person other than for the holder(s) thereof.
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
registered holder(s) of the Unregistered Notes, the certificates representing
such Unregistered Notes must be properly endorsed for transfer by the registered
holder or be accompanied by a properly completed bond power from the registered
holder, in either case signed by such registered holder(s) exactly as the
name(s) of the registered holder(s) the Unregistered Notes appear(s) on the
certificates. Signatures on the endorsement or bond power must be guaranteed by
an Eligible Institution (unless signed by an Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the Issuers
will pay or cause to be paid any transfer taxes applicable to the exchange of
Unregistered Notes pursuant to the Exchange Offer. If, however, a transfer tax
is imposed for any reason other than the exchange of Unregistered Notes pursuant
to the Exchange Offer, then the amount of any transfer taxes (whether imposed on
the registered holder(s) or any other persons) will be payable by the tendering
holder. If satisfactory evidence of the payment of such taxes or exemptions
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the Registered Notes
are to be issued or if any Unregistered Notes not tendered or not accepted for
exchange are to be issued or sent 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 of
Unregistered Notes tendering Unregistered Notes by book-entry transfer may
request that Unregistered Notes not accepted for exchange be credited to such
account maintained at DTC as such holder may designate.
9. IRREGULARITIES. All questions as to the forms of all documents and the
validity of (including time of receipt) and acceptance of the tenders and
withdrawals of Unregistered Notes will be determined by the Issuers, in their
sole discretion, which determination shall be final and binding. Alternative,
conditional or contingent tenders will not be considered valid. The Issuers
reserve the absolute right to reject any or all tenders of Unregistered Notes
that are not in proper form or the acceptance of which would, in the Issuers'
opinion, be unlawful. The Issuers also reserve the right to waive any defects,
irregularities or conditions of tender as to particular Unregistered Notes. The
Issuers' interpretations of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Unregistered
Notes must be cured within such time as the Issuers determine, unless waived by
the Issuers. Tenders of Unregistered Notes shall not be deemed to have been made
until all defects or irregularities have been waived by the Issuers or cured.
Neither the Issuers, the Exchange Agent, nor any other person will be under any
duty to give notice of any defects or irregularities in tenders of Unregistered
Notes, or will incur any liability to registered holders of Unregistered Notes
for failure to give such notice.
10. WAIVER OF CONDITIONS. To the extent permitted by applicable law, the
Issuers reserve the right to waive any and all conditions to the Exchange Offer
as described under "The Exchange Offer -- Conditions of the Exchange Offer" in
the Prospectus, and accept for exchange any Unregistered Notes tendered.
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11. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a holder of Unregistered Notes whose tendered
Unregistered Notes are accepted for exchange or such holder's assignee (in
either case, the "Payee"), provide the Issuer or U.S. Agent (the "Payor") with
such Payee's correct Taxpayer Identification Number ("TIN"), which, in the case
of a Payee who is an individual, is such Payee's social security number. If the
Payor is not provided with the correct TIN or an adequate basis for an exemption
from backup withholding, such Payee may be subject to a $50 penalty imposed by
the Internal Revenue Service and backup withholding in an amount up to 30% of
the payments of principal and interest (and the accrual of OID) on a note or the
proceeds from the sale or other disposition of a note. If withholding results in
an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the "Substitute Form W-9" set forth herein, certifying (a)
that the TIN provided is correct (or that such Payee is awaiting a TIN), and (b)
that (i) the Payee is exempt from backup withholding, (ii) the Payee has not
been notified by the Internal Revenue Service that such Payee 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 such Payee is
no longer subject to backup withholding, and (c) that the Payee is a U.S. person
(including a U.S. resident alien).
If the Payee does not have a TIN, such Payee should (i) 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, (ii) write "Applied For" in the space for the TIN in Part 1 of the
Substitute Form W-9, and (iii) sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth herein. If the
Payee does not provide such Payee's TIN to the Payor within 60 days of providing
an "Applied For" response, backup withholding will begin and continue until such
Payee furnishes such Payee's TIN to the Payor. 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 Unregistered 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
must (i) enter its correct TIN in Part I of the Substitute Form W-9, (ii) write
"Exempt" in Part 2 of such form, and (iii) sign and date the form. 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-8BEN, "Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding," signed under penalty of perjury attesting to such exempt status.
Such form may be obtained from the Payor.
12. MUTILATED, LOST, STOLEN OR DESTROYED UNREGISTERED NOTES. Any holder
of Unregistered Notes whose Unregistered Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address or telephone
number set forth on the cover of this Letter of Transmittal for further
instructions.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or for 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 directed to the Exchange
Agent at its address set forth on the cover of this Letter of Transmittal.
IMPORTANT -- THIS LETTER OF TRANSMITTAL, TOGETHER WITH CERTIFICATES FOR
TENDERED UNREGISTERED NOTES AND ALL OTHER REQUIRED DOCUMENTS, WITH ANY REQUIRED
SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
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<Table>
PAYOR'S NAME: THE BANK OF NEW YORK
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW TIN ----------------------
(Social Security Number
or Employer
Identification Number)
PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE (SEE
DEPARTMENT OF INSTRUCTIONS) ---------------------------------------------
THE TREASURY
INTERNAL PART 3 -- CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) The number
REVENUE SERVICE shown on this form is my correct TIN (or I am waiting for a number to be issued to
me), and (2) I am not subject to backup withholding because: (a) I am exempt from
PAYOR'S REQUEST FOR backup withholding, or (b) I have not been notified by the Internal Revenue Service
TAXPAYER IDENTIFICATION (the "IRS") that I am subject to backup withholding as a result of a failure to
NUMBER ("TIN") report all interest or dividends or (c) the IRS has notified me that I am no longer
AND CERTIFICATION subject to backup withholding, and (3) I am a U.S. Person (including a U.S. resident
alient).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACK-UP WITHHOLDING
SIGNATURE DATE ----------------------
--------------------------------------------
NAME
------------------------------------------------------------------------------------
ADDRESS
--------------------------------------------------------------------------------
</Table>
You must cross out item (2) of Part 3 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 MAILED OR DELIVERED AN APPLICATION TO RECEIVE
A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE
CENTER OR SOCIAL SECURITY ADMINISTRATIVE 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 WITHIN 60 DAYS, THE PAYOR IS
REQUIRED TO WITHHOLD UP TO 30 PERCENT OF ALL REPORTABLE PAYMENTS MADE TO ME
THEREAFTER UNTIL I PROVIDE A NUMBER.
Signature:
- -------------------------------------------------------------------------- Date:
- -----------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF UP TO 30 PERCENT OF ANY REPORTABLE PAYMENTS. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
11