MEDCATH HOLDINGS CORP.
LETTER OF TRANSMITTAL
FOR
OFFER TO EXCHANGE
9 7/8% SENIOR NOTES DUE 2012
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR ANY AND ALL OUTSTANDING
9 7/8% SENIOR NOTES DUE 2012
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS DATED , 2004.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ,
UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
U.S. BANK NATIONAL ASSOCIATION
By Messenger, Mail or Overnight Delivery:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance
Facsimile Transmission:
(651) 495-8158 (MN)
Confirm by Telephone:
(800) 934-6802 (MN)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED AND DELIVERED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR
OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
The undersigned acknowledges receipt of the prospectus, dated
, 2004 (the "Prospectus"), of MedCath Holdings Corp., a Delaware
corporation (the "Company"), and this Letter of Transmittal and instructions
hereto (this "Letter"), which together constitute the Company's offer to
exchange (the "Exchange Offer") 9 7/8% Senior Notes Due 2012 (the "New Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement of which the Prospectus
forms a part, for any all of its outstanding 9 7/8% Senior Notes Due 2012 (the
"Old Notes"), upon the terms and subject to the conditions set forth in the
Prospectus.
For each Old Note accepted for exchange, the holder of such Old Note
will receive a New Note having a principal amount at maturity equal to that of
the surrendered Old Note. The New Notes will bear interest at a rate equal to 9
7/8% per annum. Interest on the New Notes is payable semiannually in cash in
arrears, commencing January 15, 2005, on January 15 and July 15 of each year
(each, an "Interest Payment Date") and shall accrue from July 7, 2004, or from
the most recent Interest Payment Date with respect to the Old Notes to which
interest was paid or for which interest was duly provided. The New Notes will
mature on July 15, 2012.
This Letter must be completed and delivered by a holder of Old Notes
if: (i) certificates representing Old Notes are to be forwarded herewith or (ii)
tenders of Old Notes are to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in "The Exchange Offer--Book-Entry
Transfer" section of the Prospectus. Holders of Old Notes whose Old Notes are
not immediately available, or who are unable to deliver their Old Notes or
confirmation of the book-entry tender of their Old Notes into the Exchange
Agent's account at DTC (a "Book-Entry Confirmation"), as the case may be, 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 Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1 to this Letter.
Delivery of documents to DTC does not constitute delivery to the Exchange Agent.
Tenders by book-entry transfer may also be made by delivering an
Agent's Message in lieu of this Letter. The term "Agent's Message" means a
message transmitted by DTC and received by the Exchange Agent and forming part
of a Book-Entry Confirmation, which states that DTC has received an express
acknowledgement from the tendering participant, which acknowledgement states
that such participant has received and agrees to be bound by the terms of this
Letter and that the Company may enforce this Letter against such participant.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The undersigned has completed the appropriate boxes below and has
executed and delivered this Letter to indicate the action the undersigned
desires to take with respect to the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, list the Note numbers and principal amounts of Old
Notes on a separately signed schedule and affix the schedule to this Letter. 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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DESCRIPTION OF
OLD NOTES 1 2 3
Name(s) and Address(es) of Note Certificate Principal Amount Principal Amount
Registered Holder(s) Number(s)* Of Old Note(s) Tendered**
(Please fill in, if blank)
- ---------------------------------------- --------------------------- ----------------------- -------------------------
- ---------------------------------------- --------------------------- ----------------------- -------------------------
Total
- -------------------------------------------------------------------- ----------------------- -------------------------
* 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 the entire principal amount represented by the Old Note indicated
in column 2. See Instruction 2.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution _____________________________________________
Account Number ______________ Transaction Code Number ____________________
2
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ___________________________________________
Window Ticket Number (if any) _____________________________________________
Date of Execution of Notice of Guaranteed Delivery ________________________
Name of Institution which Guaranteed Delivery _____________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Name of Tendering Institution _____________________________________________
Account Number ______________ Transaction Code Number ____________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED
ORIGINAL NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET
FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS OLD NOTES ACQUIRED FOR
YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND
OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH
RESALES OF NEW NOTES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH
OLD NOTES.
Name: _____________________________________________________________________
Address: __________________________________________________________________
[ ] CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.
3
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 as the undersigned's true and lawful 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 for the Old Notes and New Notes) with
respect to such tendered Old Notes, with full power of substitution, among other
things, to cause the Old Notes to be assigned, transferred and exchanged. 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 to acquire the New Notes issuable upon the exchange of such tendered
Old Notes, 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 (A) it is not an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company,
(B) 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
of the New Notes to be issued in this Exchange Offer and (C) it is acquiring the
New Notes in its ordinary course of business.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in several no-action letters issued
to third parties, and that the New Notes issued in exchange for the Old Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such holders are not
broker-dealers, such New Notes are acquired in the ordinary course of such
holders' business and such holders are not engaged in, and do not intend to
engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the New Notes. However, the Commission has not
considered the Exchange Offer in the context of a no-action letter and there can
be no assurance that the staff of the Commission would make a similar
determination with respect to the Exchange Offer as in other circumstances. If a
holder of Old Notes is an affiliate of the Company, or is engaged in or intends
to engage in a distribution of the New Notes or has any arrangement or
understanding with respect to the distribution of the New Notes to be acquired
pursuant to the Exchange Offer, such holder will not be able to rely on the
applicable interpretations of the staff of the Commission and must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. By tendering Old Notes pursuant to the
Exchange Offer and executing this Letter, a holder of Old Notes 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
Commission to third parties, that such Old Notes held by the broker-dealer are
held only as a nominee or that the Old Notes to be exchanged for the 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 meeting the
requirements of the Securities Act, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents reasonably 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 herein conferred or agreed to be conferred in
this Letter shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. This tender
may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer--Withdrawal Rights" section of the Prospectus.
4
The undersigned acknowledges that tenders of Old Notes pursuant to any
one of the procedures described in "The Exchange Offer--Procedures for
Tendering Original Notes" in the Prospectus and in the instructions hereto will,
upon the Company's acceptance for exchange of such tendered Old Notes,
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 Notes tendered
hereby. All questions as to form, validity, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue and deliver the New Notes (and, if applicable,
a substitute Old Note representing the remaining principal balance of any Old
Note exchanged only in part) in the name of the undersigned or, in the case of a
book-entry delivery of Old Notes, by credit to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes issue in
exchange for the Old Notes accepted for exchange (and, if applicable, a
substitute Old Note representing the remaining principal balance of any Old Note
exchanged only in part) and accompanying documents, as appropriate, to the
undersigned at the address shown above in the box entitled "Description of Old
Notes." If both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the certificates representing the New
Notes issued in exchange for the Old Notes accepted for exchange, and return any
Old Notes not tendered or not exchanged, in the name(s) of, and deliver the
certificates to, the person(s) so indicated. The undersigned recognizes that the
Company has no obligation pursuant to the "Special Issuance 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.
The undersigned, by completing the box entitled "Description of Old
Notes" on page 2 and signing this Letter, will be deemed to have tendered the
Old Notes as set forth in such box on page 2.
5
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Notes for Old Notes not exchanged and/or New Notes are
to be issued in the name of someone other than the person(s) whose signature(s)
appear(s) on this Letter on page 7 or sent to an address other than the address
appearing in the box entitled "Description of Old Notes" in this Letter above,
or if Old Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at DTC 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: _______________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
Taxpayer Identification or Social Security Number: _____________________________
(Complete accompanying Substitute Form W-9)
Credit unexchanged Old Notes delivered by book-entry transfer to DTC account set
forth below.
(DTC Account Number, if applicable): ___________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if Notes or Old Notes not exchanged and/or New Notes are to
be sent to someone other than the person(s) whose signature(s) appear(s) within
this Letter or to such person(s) at an address other than shown in the box
entitled "Description of Old Notes" in this Letter above.
Mail New Notes and/or Old Notes to: ____________________________________________
Name(s): _______________________________________________________________________
(Please Type or Print)
________________________________________________________________________________
(Please Type or Print)
Address: _______________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE OLD NOTES AND
ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY), OR A
BOOK-ENTRY CONFIRMATION, AS THE CASE MAY BE, MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
X ______________________________________________ ___________________________
(Date)
X ______________________________________________ ___________________________
(Date)
If a holder is tendering any Old Notes, this letter must be signed by the
registered holder(s) or DTC participant(s) exactly as the name(s) appear(s) on
the Note(s) for the Old Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a 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 under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 3.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
Capacity (Full Title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
Area Code and Telephone: _______________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: _______________________________________________________
(Authorized Signature)
________________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signature(s))
________________________________________________________________________________
(Address (Including Zip Code) and Telephone Number
(Including Area Code) of Institution)
________________________________________________________________________________
(Name)
________________________________________________________________________________
(Title)
Dated: ___________________________________________________________________, 2004
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
9 7/8% SENIOR NOTES DUE 2012, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL
OUTSTANDING 9 7/8% SENIOR NOTES DUE 2012
OF MEDCATH HOLDINGS CORP.
1. Delivery of this Letter and Old Notes; Guaranteed Delivery
Procedures. This Letter must be completed by holders of 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 Exchange
Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter (or manually signed
facsimile thereof), with any required signature guarantees, and any other
documents required by this Letter, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 P.M., New York City time, on the
Expiration Date, 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 or any integral multiple thereof.
Holders who tender their Old Notes by delivering an Agent's Message do
not need to submit this Letter.
Holders whose Old Notes are not immediately available or who cannot
deliver their Old Notes or this Letter or any other documents required hereby,
or a Book-Entry Confirmation, as the case may be, and all other required
documents to the Exchange Agent on or prior to the Expiration Date, may tender
their Old Notes pursuant to the guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus.
Pursuant to such procedures, (i) such tender must be made by or through an
Eligible Institution (as defined below) (ii) on or prior to 5:00 P.M., New York
City time, on the Expiration Date, the Exchange Agent must receive from such
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company, which is attached
as Exhibit 99.2 of the Registration Statement of which the Prospectus forms a
part, (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 five business days
after the Expiration Date, this Letter (or facsimile thereof), or an Agent's
Message in lieu of this Letter, together with the certificates for all
physically tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, as well as all other documents required by
this Letter will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) the properly completed and duly executed Letter, or an Agent's
message in lieu thereof, and certificates for all physically tendered Old Notes,
in proper form for transfer, or a Book-Entry Confirmation, as the case may be,
as well as all other documents required by this Letter (properly completed and
duly executed), must be received by the Exchange Agent within five business days
after the Expiration Date. Any holder of Old Notes who wishes to tender his Old
Notes pursuant to the guaranteed delivery procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00
P.M., New York City time, on the Expiration Date.
The method of delivery of this Letter, certificates for the Old Notes
or a Book-Entry Confirmation, as the case may be, and all other required
documents is at the election and risk of the tendering holders, and the delivery
will be deemed made only when actually received or confirmed by the Exchange
Agent. If Old Notes are sent by mail, it is recommended that the mailing be made
by registered mail, properly insured, with return receipt requested, and that
such mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date. Instead of delivery by mail, it is recommended that the holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed for timely delivery. No Letter or Old Notes should be sent to the
Company.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the absolute right to waive any irregularities or conditions of tender
as to particular Old
8
Notes. The Company's interpretation of the terms and conditions of the Exchange
Offer (including the instructions in this Letter) will be final and binding on
all parties. Unless waived, any defects or irregularities in connection with
tenders of Old Notes must be cured within such time as the Company shall
determine. Neither the Company, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Old Notes, nor shall any of them incur any liability for failure to
give such notification. Tenders of Old Notes will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Old
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned without cost by the Exchange Agent to the tendering holder of such Old
Notes (or in the case of Old Notes tendered by book-entry transfer, such Old
Notes will be credited to the account maintained with DTC), unless otherwise
provided in this Letter, as soon as practicable following the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders (Not Applicable to Holders of Old Notes Who Tender
by Book-entry Transfer). Tenders of Old Notes will be accepted in all
denominations of $1,000 and integral multiples in excess thereof. If less than
the entire principal amount of any submitted Old Note is to be tendered, the
tendering holder(s) should fill in the aggregate principal amount to be tendered
in the box above entitled "Description of Old Notes -- Principal Amount
Tendered." A reissued Note representing the balance of nontendered principal of
any submitted Old Notes will be sent to such tendering holder at his or her
registered address, unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. THE ENTIRE PRINCIPAL AMOUNT OF ANY
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 (or facsimile hereof) is signed by the registered
holder(s) of the Old Notes tendered hereby, the signature must correspond
exactly with the name as written on the face of the Notes without any change
whatsoever. If this Letter is signed by a participant in DTC, the signature must
correspond with the name as it appears on the security position listing as the
owner of the Old Notes.
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 Old Notes, it will be necessary to
complete, sign and submit as many separate copies of this Letter as there are
different registrations of Old Notes.
When this Letter is signed by the registered holder of the Old Notes
specified herein and tendered hereby, no endorsements of the submitted Old Notes
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 Old Notes transmitted hereby or
separate bond powers are required. Signatures on such Old Notes or bond power
must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder
of any Old Notes specified herein, such Notes must be endorsed or accompanied by
appropriate bond powers, in either case signed exactly as the name of the
registered holder appears on the Old Notes (or security position listing) and
the signatures on such Old Notes or bond power must be guaranteed by an Eligible
Institution.
If this Letter or any Old Notes or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company, must
submit proper evidence satisfactory to the Company of their authority to so act.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by a firm or other entity identified in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution," including (as such terms are defined therein) (i) a
bank, (ii) broker, dealer, municipal securities broker or dealer or government
securities broker or dealer, (iii) credit union, (iv) a national securities
exchange, registered securities association or clearing agency, or (v) a savings
association that is a participant in a Securities Transfer Association (an
"Eligible Institution").
9
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Old Notes are tendered: (i) by a registered holder of
Old Notes (which term, for purposes of the Exchange Offer, includes any
participant in DTC system whose name appears on a security position listing as
the holder of such Old Notes) tendered who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on this
Letter or (ii) for the account of 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 Notes 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 or social security number of the
person named must also be indicated. A holder of Old Notes tendering Old Notes
by book-entry transfer may request that Old Notes not exchanged be credited to
such account maintained at DTC as such holder of Old Notes 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. Federal income tax law generally requires
that a tendering holder whose Old Notes are accepted for exchange must 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 Internal Revenue
Service. In addition, delivery of New Notes to such tendering holder may be
subject to backup withholding in an amount equal to 28% of all reportable
payments made after the exchange. If withholding results in an overpayment of
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 and
reporting requirements. Exempt holders, other than foreign individuals, should
furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 and
sign, date and return the form to the Exchange Agent. See the Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions. If the tendering holder of Old Notes
is a nonresident alien or foreign entity not subject to backup withholding, such
holder must give the Exchange Agent a completed Form W-8 Certificate of Foreign
Status.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the Substitute Form W-9 on page 12,
certifying, under penalties of perjury, 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 Internal
Revenue Service that such holder is subject to a backup withholding as a result
of a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding. If the tendering holder of Old Notes is a nonresident alien or
foreign entity not subject to backup withholding, such holder must give the
Exchange Agent a completed Form W-8, Certificate of Foreign Status. These forms
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, such holder should consult the
W-9 Guidelines for information on which TIN to report. If such holder does not
have a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: checking-this box and writing "applied
for" on the form means that such holder has already applied for a TIN or that
such holder intends to apply for one in the near future. If the box in Part 2 of
the Substitute Form W-9 is checked, the Exchange Agent will retain 28% of
reportable payments made to a holder during the 60-day period following the date
of the Substitute Form W-9. If the holder furnishes the Exchange Agent with his
or her TIN within 60 days of the Substitute Form W-9, the Exchange Agent will
remit such amounts retained during such 60-day to such holder and no further
amounts will be retained or withheld from payments made to the holder
thereafter. If, however, such holder does not provide its TIN to the Exchange
Agent within such 60-day period, the Exchange Agent will remit such previously
withheld amounts to the Internal Revenue Service as backup withholding and will
withhold 28% of all reportable payments to the holder thereafter until such
holder furnishes its TIN to the Exchange Agent.
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6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, New Notes and/or substitute Old Notes not exchanged 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 exchange of Old
Notes pursuant to the Exchange Offer, the amount of 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 exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to the tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT IS NOT NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.
7. Waiver of Conditions. The Company reserves the absolute right to
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 with respect 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. This Letter and
related documents cannot be processed until the procedures for replacing
mutilated, lost, stolen or destroyed certificates have been followed.
10. Withdrawal Rights. Tenders of Old Notes may be withdrawn at any
time prior to 5:00 P.M., New York City times, on the Expiration Date. For a
withdrawal of a tender of Old Notes to be effective, a written notice of
withdrawal must be received by the Exchange Agent at the address on page 1 prior
to 5:00 P.M., New York City time, on the Expiration Date. Any such notice of
withdrawal must (i) specify the name of the person having tendered the Old Notes
to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including certificate number or numbers and the principal amount of such Old
Notes), (iii) contain a statement that such holder is withdrawing his election
to have such Old Notes exchanged, (iv) be signed by the holder in the same
manner as the original signature on the Letter by which such Old Notes were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer to have the Trustee with respect to the Old Notes register
the transfer of such Old Notes in the name of the person withdrawing the tender
and (v) specifying the name in which such Old Notes are registered, if different
from that of the Depositor. If Old Notes have been tendered pursuant to the
procedure for book-entry transfer set forth in "The Exchange Offer--Book-Entry
Transfer" section of the Prospectus, any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn Old
Notes and otherwise comply with the procedures of such facility.
All questions as to the validity, form and eligibility (including time
of receipt) of such notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes
that 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 Old Notes tendered by book-entry transfer into the Exchange Agent's
account at DTC pursuant to the book-entry transfer procedures set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus, such Old Notes
will be credited to an account maintained with DTC for the Old Notes) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Old Notes may be retendered by following the
procedures described above at any time on or prior to 5:00 P.M., New York City
time, on the Expiration Date.
11. Requests for Assistance or Additional Copies. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus, this Letter, the Notice of Guaranteed Delivery and other related
documents, should be directed to the Exchange Agent, at the address and
telephone number indicated on page 1.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: U.S. BANK NATIONAL ASSOCIATION
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT TIN:__________________________
AND CERTIFY BY SIGNING AND DATING BELOW. (Social Security Number or
Employer Identification Number)
-------------------------------------------------------- ------------------------------------
FORM W-9
PART 2 - TIN Applied for
---------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY CERTIFICATION: Under the penalties of perjury, I certify that:
INTERNAL REVENUE SERVICES (1) the number shown on this form is my correct Taxpayer Identification Number (or I am writing for
a number to be issued to me),
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding,
PAYER'S REQUEST FOR or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup
TAXPAYER IDENTIFICATION withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified
NUMBER ("TIN") AND me that I am no longer subject to backup withholding, and
CERTIFICATION (3) I am a U.S. person (including a U.S. resident alien).
Signature: ________________________________________________________________________________________
Date: _____________________________________________________________________________________________
You must cross out item (2) above if you have been notified by the IRS that you are subject to
backup withholding because of underreporting of interest or dividends on your tax return and you
have not been notified by the IRS that you are no longer subject to backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 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 (a) 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 (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of the
exchange, twenty-eight percent (28%) of all reportable payments made to me
thereafter will be withheld until I provide a taxpayer identification number.
_______________________________________ ______________________________________
Signature Date
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