Exhibit 99.1
LETTER OF TRANSMITTAL
KERZNER INTERNATIONAL LIMITED
KERZNER INTERNATIONAL NORTH AMERICA, INC.
OFFER FOR ANY AND ALL OUTSTANDING
8-7/8% SENIOR SUBORDINATED NOTES DUE 2011
IN EXCHANGE FOR
REGISTERED 8-7/8% SENIOR SUBORDINATED NOTES DUE 2011
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 DATE AND TIME, AS IT MAY BE EXTENDED,
THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
Delivery To: The Bank of New York, Exchange Agent
By Hand, Overnight Delivery,
Registered or Certified Mail: By Facsimile:
The Bank of New York The Bank of New York
Corporate Trust Operations Attention: Reorganization Unit
Reorganization Unit (212) 298-1915
101 Barclay Street - Floor 7E
New York, NY 10286 Confirm by telephone:
Attention: Bernard Arsenec (212) 815-5076
Delivery of this instrument to an address other than as set forth above,
or transmission of instructions via facsimile other than as set forth above,
will not constitute a valid delivery.
The undersigned acknowledges that he or she has received the Prospectus,
dated [ ], 2002 (the "Prospectus"), of Kerzner International Limited, formerly
known as Sun International Hotels Limited, a company organized under the laws
of the Commonwealth of The Bahamas ("Kerzner International") and Kerzner
International North America, Inc., formerly known as Sun International North
America, Inc. a Delaware corporation ("KINA," and, together with Kerzner
International, the "Issuers"), and this Letter of Transmittal (the "Letter"),
which together constitute the Issuers' offer (the "Exchange Offer") to
exchange an aggregate principal amount of up to $200,000,000 of their 8-7/8%
Senior Subordinated Notes due 2011 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act")
for a like principal amount at maturity of the Issuers' issued and outstanding
8-7/8% Senior Subordinated Notes due 2011 (the "Old Notes"). Capitalized terms
used but not defined herein shall have the same meaning given them in the
Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS OR REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
[ ], 2002
The Issuers reserve the right, at any time or from time to time, to
extend the Exchange Offer at their discretion, in which event the term
"Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended. The Issuers shall notify the holders of the Old Notes of
any extension as promptly as practicable by oral or written notice thereof.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if a tender of Old Notes is to be
made by book-entry transfer, if available, to the account maintained by the
Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer"
section of the Prospectus. Holders of Old Notes whose certificates are not
immediately available, or who are unable to deliver their certificates or
confirmation of the book-entry tender of their Old Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed 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, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed hereto.
==============================================================================================================================
DESCRIPTION OF OLD NOTES
- ------------------------------------------------------------------------------------------------------------------------------
1 2 3
Aggregate Principal Principal
Name(s) and Address(es) of Registered Holder(s) Certificate Amount of Amount
(Please fill in, if blank) Number(s)* Old Notes Tendered**
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
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 ALL of the Old Notes represented by
the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered must be in denominations of $1,000 and any
integral multiple thereof. See Instruction 1.
==============================================================================================================================
[ ] 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:
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Name of Tendering Institution _______________________________________________
Account Number_______________________ Transaction Code Number_______________
[ ] 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) ___________________________________________
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:
Account Number__________ Transaction Code Number___________________________
[ ] 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:______________________________________________________________________
Address:___________________________________________________________________
___________________________________________________________________________
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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 Issuers 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 Issuers all right, title
and interest in and to such Old Notes as are being tendered hereby.
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 Issuers 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
Issuers. 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 a
distribution of such New Notes, or has an arrangement or understanding with
any person to participate in the distribution of such New Notes, and that
neither the holder of such Old Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuers.
The undersigned also acknowledges that this Exchange Offer is being made
by the Issuers based upon the Issuers' understanding of an interpretation by
the staff of the Securities and Exchange Commission (the "Commission") as set
forth in no-action letters issued to third parties, 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 Issuers 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: (1)
such holders are not affiliates of the Issuers within the meaning of Rule 405
under the Securities Act; (2) such New Notes are acquired in the ordinary
course of such holders' business; and (3) such holders are not engaged in, and
do not intend to engage in, a distribution of such New Notes and have no
arrangement or understanding with any person to participate in the
distribution of such New Notes. However, the staff of 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 Issuers, and 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 could not 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 secondary resale transaction. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents 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 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.
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The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers 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 or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes in the name of the
undersigned or, in the case of a book-entry delivery 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" below, 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, 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.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for Old To be completed ONLY if certificates for Old
Notes not tendered and/or New Notes are to be Notes not tendered and/or New Notes are to be
issued in the name of and sent to someone other sent to someone other than the person(s) whose
than the person(s) whose signature(s) appear(s) on signature(s) appear(s) on this Letter or to such
this Letter, or if Old Notes delivered by book-entry person(s) at an address other than shown in the box
transfer which are not accepted for exchange are to entitled "Description of Old Notes" on this Letter
be returned by credit to an account maintained at above.
the Book-Entry Transfer Facility other than the
account indicated above. Mail: New Notes and/or Old Notes to:
Issue New Notes and/or Old Notes to: Name(s):
---------------------------------------------------
(Please Type or Print)
Name:
------------------------------------------------------ ------------------------------------------------------------
(Please Type or Print) (Please Type or Print)
- ------------------------------------------------------------ Address:
(Please Type or Print) ---------------------------------------------------
Address:
--------------------------------------------------- ------------------------------------------------------------
(Include Zip Code)
- ------------------------------------------------------------
(Include Zip Code)
(Complete accompanying Form W-9)
[ ] Credit unexchanged Old Notes delivered by book-
entry transfer to the Book-Entry Transfer
Facility account set forth below.
_______________________________________________
(Book-Entry Transfer Facility
Account Number, if applicable)
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 OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Form W-9)
Dated:
------------------------------------------------------------------, 2002
x:
- --------------------------------------------- -------------------------, 2002
x:
- --------------------------------------------- -------------------------, 2002
(Signature(s) of Owner(s)) (Date)
Area Code and Telephone Number:
-----------------------------------------------
If a holder is tendering any Old Notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(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 trustee,
executor, administrator, guardian, officer or other person acting in a
fiduciary or representative capacity, please set forth full title. See
Instruction 3.
Name(s):
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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 Guaranteed by
an Eligible Institution:
-------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Title)
- --------------------------------------------------------------------------------
(Name of Firm)
Date:
--------------------------------------------------------------------, 2002
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
to Exchange Outstanding 8-7/8% Senior Subordinated
Notes due 2011 for
Registered 8-7/8% Senior Subordinated Notes due 2011
of Kerzner International Limited
and
Kerzner International North America, Inc.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to 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--Procedures for Tendering" 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 of Transmittal (or facsimile thereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the address
set forth herein on or prior to 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 $1,000 and any integral multiple
thereof.
Holders of Old Notes whose certificates for 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 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 Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution (as defined below), (ii) prior to the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Issuers (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 such
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, the Letter (or facsimile thereof), together with
the certificate or certificates representing the Old Notes to be tendered in
proper form for transfer, or a Book-Entry Confirmation, as the case may be,
and any other documents required by this Letter will be deposited by the
Eligible Institution with the Exchange Agent and (iii) such properly completed
and executed Letter (or facsimile thereof), as well as the certificate or
certificates representing all tendered Old Notes in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, and all other documents
required by this Letter are received by the Exchange Agent within three
business days after the Expiration Date.
The method of delivery of this Letter, the Old Notes and all other
required documents is at the election and risk of the tendering holders.
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 of
Transmittal or Old Notes should be sent to the Issuers. Holders may request
their respective brokers, dealers, commercial banks, trust companies or
nominees to effect the tenders for such holders.
See "The Exchange Offer" section of the Prospectus.
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2. PARTIAL TENDERS; WITHDRAWALS.
If less than all of the 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 tendered in the box entitled "Description of Old
Notes--Principal Amount Tendered." A newly issued certificate for the Old
Notes submitted but not tendered will be sent to such holder as soon as
practicable after the Expiration Date. All Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Old Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Issuers notify the Exchange Agent that they have
accepted the tender of Old Notes pursuant to the Exchange Offer; (ii) specify
the name of the Old Notes; (iii) contain a description of the Old Notes to be
withdrawn, the certificate numbers shown on the particular certificates
evidencing such Old Notes and the principal amount of Old Notes represented by
such certificates; and (iv) be signed by the holder in the same manner as the
original signature on this Letter (including any required signature
guarantee). The Exchange Agent will return the properly withdrawn Old Notes
promptly following receipt of notice of withdrawal. If Old 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 to be credited with the withdrawn Old Notes or otherwise
comply with the Book-Entry Transfer Facility's procedures. 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.
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 as
written on the face of the certificates without alteration, enlargement or 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 (which term, for the
purposes described herein, shall include the Book-Entry Transfer Facility
whose name appears on a security listing as the owner of the Old Notes) 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 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) 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 Old Notes specified therein, such certificate(s) must be
endorsed by such registered holder(s) or accompanied by separate written
instruments of transfer or exchange or endorsed in blank by
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such registered holder(s) in form satisfactory to the Issuers and duly executed
by the registered holder, in either case signed exactly as such registered
holder(s) name or names appear(s) on the Old Notes.
If the Letter or any certificates of Old Notes or separate written
instruments of transfer or exchange are signed or endorsed by trustees,
executors, administrators, guardians, attorney-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 Issuers,
evidence satisfactory to the Issuers of their authority to so act must be
submitted with the Letter.
Signature on a Letter or a notice of withdrawal, as the case may be, must
be guaranteed by an Eligible Institution unless the Old Notes tendered
pursuant thereto are tendered (i) by a registered holder who has not completed
the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the Letter or (ii) for the account of an Eligible
Institution. In the event that signatures on a Letter or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be 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 17Ad-15 under the
Securities Exchange Act of 1934, as amended (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 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. 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 noteholder 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 Issuers (as payor) with
such holder's correct Taxpayer Identification Number ("TIN") on Form W-9 or
otherwise establish a basis for exemption from backup withholding. If such
holder is an individual, the TIN is his or her social security number. If the
Issuers are 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 to such tendering holder
of New Notes may be subject to backup withholding in an amount up to 31% of
all reportable payments made after the exchange.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Form W-9 for additional instructions.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the "Form W-9" set forth below,
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,
10
(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 Issuers a completed
Form W-8BEN, 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 for information on
which TIN to report. If such holder does not have a TIN, such holder should
consult the W-9 for instructions on applying for a TIN, write "applied for" in
lieu of its TIN. Note: 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 a holder writes "applied for" on that form, backup
withholding at a rate of up to 31% will nevertheless apply to all reportable
payments made to such holder. If such a holder furnishes its TIN to the Issuers
within 60 days, however, any amounts so withheld shall be refunded to such
holder.
Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
6. TRANSFER TAXES.
Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith. If, however, New Notes are to
be delivered to, or are to be 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 in connection with the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder or any other persons)
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 such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.
7. WAIVER OF CONDITIONS.
The Issuers reserve the 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 Issuers, 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.
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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. REQUESTS 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.
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