Exhibit 99.1
LETTER OF TRANSMITTAL
Burlington Resources Finance Company
OFFER TO EXCHANGE ITS ISSUED AND OUTSTANDING 5.60% NOTES
DUE 2006, 6.50% NOTES DUE 2011 AND 7.40% NOTES DUE 2031 FULLY AND
UNCONDITIONALLY GUARANTEED BY BURLINGTON RESOURCES INC., FOR ITS
5.60% NOTES DUE 2006, 6.50% NOTES DUE 2011 AND 7.40% NOTES DUE 2031 FULLY
AND UNCONDITIONALLY GUARANTEED BY BURLINGTON RESOURCES INC. WHICH
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS, DATED , 2002
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002,
UNLESS 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 TENDERS MAY BE WITHDRAWN PRIOR TO 5:00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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Citibank, N.A., as Exchange Agent
By Registered or Certified Mail: By Hand after By Hand before 4:30 p.m.:
4:30 p.m. or by Overnight Courier:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
as Exchange Agent as Exchange Agent as Exchange Agent
111 Wall Street, 15th Floor 111 Wall Street, 15th Floor 111 Wall Street, 15th Floor
New York, NY 10005 New York, NY 10005 New York, NY 10005
Attention: Agency & Trust Services Attention: Agency & Trust Services Attention: Agency & Trust
Services
By Facsimile:
(212) 825-3483
Confirm by Telephone:
(800) 422-2066
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions other than as set forth above, will not constitute
a valid delivery. The undersigned acknowledges that he or she has received and
reviewed the Prospectus, dated , 2002 (the "Prospectus"), of Burlington
Resources Finance Company, an unlimited liability company organized under the
laws of Nova Scotia, Canada (the "Company") and Burlington Resources Inc., a
Delaware corporation (the "Guarantor"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together constitute the Company's and the
Guarantor's offer (the "Exchange Offer") to exchange up to $500,000,000
aggregate principal amount of the Company's 5.60% Notes due 2006 (the "2006
Exchange Notes"), $500,000,000 aggregate principal amount of the Company's 6.50%
Notes due 2011 (the "2011 Exchange Notes") and $500,000,000 aggregate principal
amount of the Company's 7.40% Notes due 2031 (the "2031 Exchange Notes," and
together with the 2006 Exchange Notes and 2011 Exchange Notes, the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of the Company's issued and
outstanding 5.60% Notes due 2006 (the "2006 Outstanding Notes"), 6.50% Notes due
2011 (the "2011 Outstanding Notes") and 7.40% Notes due 2031 (the "2031
Outstanding Notes," and together with the 2006 Outstanding Notes and the 2011
Outstanding Notes, the "Outstanding Notes"), which have not been so registered.
Each of the Exchange Notes and the Outstanding Notes are fully and
unconditionally guaranteed by the Guarantor. Citibank, N.A., (the "Exchange
Agent") has been appointed as exchange agent for the Exchange Offer.
For each Outstanding Note accepted for exchange, the registered holder of
such Outstanding Note (collectively with all other registered holders of
Outstanding Notes, the "Holders") will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding Note. Registered
holders of Exchange Notes on the relevant record date for the first interest
payment date following the consummation of the Exchange Offer will receive
interest accruing from the most recent date to which interest has been paid or,
if no interest has been paid, from November 16, 2001. Outstanding Notes accepted
for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Accordingly, Holders whose Outstanding Notes
are accepted for exchange will not receive any payment in respect of accrued
interest on such Outstanding Notes otherwise payable on any interest payment
date after consummation of the Exchange Offer and, in lieu thereof, will receive
payment with respect to accrued interest on the Exchange Notes to the extent
Outstanding Notes or Exchange Notes were held on the applicable record date.
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This Letter of Transmittal is to be completed by a Holder of Outstanding
Notes either if Outstanding Notes are to be forwarded herewith or if a tender of
Outstanding Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"DTC") pursuant to the procedures set forth in "The Exchange Offer--Procedures
for Tendering Outstanding Notes" section of the Prospectus. Holders of
Outstanding Notes whose certificates are not immediately available, or who are
unable to deliver their certificates or confirmation of the book-entry tender of
their Outstanding Notes into the Exchange Agent's account at DTC (a "Book-Entry
Confirmation") and all other documents required by this Letter of Transmittal to
the Exchange Agent on or prior to the Expiration Date, must tender their
Outstanding 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 DTC does not constitute delivery to
the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
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
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding 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 Outstanding 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 Outstanding
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, that neither the
Holder of such Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in a distribution of such Exchange
Notes and that neither the Holder of such Outstanding Notes nor any such other
person is an "affiliate" (as defined in Rule 405 under the Securities Act) of
the Company or the Guarantor.
The undersigned also 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 no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by a Holder thereof (other than a Holder that is an
"affiliate" of the Company or the Guarantor 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 Exchange Notes are
acquired in the ordinary course of such Holder's business and such Holder has no
arrangement with any person to participate in a distribution of such Exchange
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 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 Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Company or the Guarantor, is engaged in or intends to engage in, or has
any arrangement or understanding with any person to participate in, a
distribution of the Exchange Notes to be acquired pursuant to the Exchange
Offer, such Holder may 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 resale transaction. If
the undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Outstanding Notes that were acquired 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 such Exchange Notes. However, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company or the Guarantor to be necessary or desirable to
complete the sale, assignment and transfer of the Outstanding Notes tendered
hereby. All authority conferred or agreed to be conferred in 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 legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" herein, please issue the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding Notes
not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Outstanding Notes, please credit the account indicated below
maintained at DTC. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" herein, please send the Exchange Notes (and, if
applicable, substitute certificates representing Outstanding Notes for any
Outstanding Notes not exchanged) to the undersigned at the address shown in the
box herein entitled "Description of Outstanding Notes Delivered."
THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES DELIVERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO
HAVE TENDERED OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Outstanding Notes should be listed on a separate signed
schedule affixed hereto.
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DESCRIPTION OF OUTSTANDING NOTES DELIVERED
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Name(s) and Type of Note Aggregate Principal Principal
Address of Registered Holder(s) Certificate Amount Held by Such Amount
(Please fill-in, if blank) Number(s)* Holder Tendered**
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2006 Outstanding Notes $_________________
2011 Outstanding Notes $_________________
2031 Outstanding Notes $_________________
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2006 Outstanding Notes $_________________
2011 Outstanding Notes $_________________
2031 Outstanding Notes $_________________
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2006 Outstanding Notes $_________________
2011 Outstanding Notes $_________________
2031 Outstanding Notes $_________________
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2006 Outstanding Notes $_________________
2011 Outstanding Notes $_________________
2031 Outstanding Notes $_________________
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2006 Outstanding Notes $_________________
2011 Outstanding Notes $_________________
2031 Outstanding Notes $_________________
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2006 Outstanding Notes $_________________
2011 Outstanding Notes $_________________
2031 Outstanding Notes $_________________
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2006 Outstanding Notes $_________________
2011 Outstanding Notes $_________________
2031 Outstanding Notes $_________________
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Totals:
2006 Outstanding Notes $_________________
2011 Outstanding Notes $_________________
2031 Outstanding Notes $_________________
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* Need not be completed if Outstanding 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 Outstanding Notes represented by the listed
certificates. See Instruction 2. Outstanding Notes tendered hereby must be
in denominations of principal amount of $1,000 and any integral multiple
thereof. See Instruction 1.
|_| CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
--------------------------------------------
Account Number Transaction Code Number
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By crediting Outstanding Notes to the Exchange Agent's account at DTC in
accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying
with applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the Holder of the
Outstanding Notes acknowledges and agrees to be bound by the terms of this
Letter of Transmittal, the participant in ATOP confirms, on behalf of itself and
the beneficial owners of such Outstanding Notes, all provisions of this Letter
of Transmittal applicable to it and such beneficial owner as if it had completed
the information required herein and executed and transmitted this Letter of
Transmittal to the Exchange Agent.
|_| CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name of Registered Holder
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Window Ticket Number (if any)
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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
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|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO.
(UNLESS OTHERWISE SPECIFIED, 10 ADDITIONAL COPIES WILL BE FURNISHED.)
Name
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Address
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If the undersigned is not a broker-dealer, the undersigned represents that
it will acquire the Exchange Notes in the ordinary course of its business, it is
not engaged in, and does not intend to engage in, a distribution of the Exchange
Notes and it has no arrangement or understanding with any person to participate
in a distribution of the Exchange Notes.
If the undersigned is a broker-dealer, the undersigned, in addition to the
representations above, further (x) represents that it acquired Outstanding Notes
for the undersigned's own account as a result of market-making activities or
other trading activities, (y) represents that it has not entered into any
arrangement or understanding with the Company or the Guarantor or an "affiliate"
of the Company or the Guarantor (within the meaning of Rule 405 under the
Securities Act) to distribute the Exchange Notes to be received in the Exchange
Offer, and (z) acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act (for which purposes delivery of the
Prospectus, as the same may be hereafter supplemented or amended, shall be
sufficient) in connection with any resale of Exchange Notes received in exchange
for Original Notes in the Exchange Offer. Such broker-dealer will not be deemed,
solely by reason of such acknowledgment and Prospectus delivery, to be admitting
that it is an "underwriter" within the meaning of the Securities Act.
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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 To be completed ONLY if certificates for
Outstanding Notes not exchanged and/or Exchange Notes Outstanding Notes not exchanged and/or Exchange
are to be issued in the name of someone other than the Notes are to be sent to someone other than the
person or persons whose signature(s) appear(s) on this person or persons whose signature(s) appear(s) on
Letter of Transmittal below or if Outstanding Notes this Letter of Transmittal below or to such person
delivered by book-entry transfer which are not or persons at an address other than shown in the
accepted for exchange are to be returned by credit to box entitled "Description of Outstanding Notes
an account maintained at DTC other than the account Delivered" on this Letter of Transmittal above.
indicated above.
Issue Exchange Notes and/or Outstanding Notes to: Mail Exchange Notes and/or Outstanding Notes to:
Name: Name:
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(Please Type or Print) (Please Type or Print)
Address: Address:
--------------------------------------------- ---------------------------------------------
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(Zip Code) (Zip Code)
/ / Credit unexchanged Outstanding Notes delivered
by book-entry transfer to the DTC account set
forth below.
_____________________________________________________
(DTC Account)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING 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 THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE
PLEASE SIGN HERE
(All Tendering Holders Must Complete This Letter of Transmittal
And The Accompanying Substitute Form W-9)
Dated: _______________________________, 2002
X_______________________________________________________________________________
X_______________________________________________________________________________
(Signature(s) of Holders or Authorized Signatory)
Area Code and Telephone Number:_________________________________________________
If a Holder is tendering any Outstanding Notes, this letter must be signed by
the Holder(s) as the name(s) appear(s) on the certificate(s) for the Outstanding
Notes or by any person(s) authorized to become 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, please set forth full title. See Instruction 3.
Name:___________________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Telephone:______________________________________________________________________
SIGNATURE GUARANTEE (If required by Instruction 3)
Signature(s) Guarantees by an Eligible Institution:_____________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name and Firm)
Dated: ___________________________, 2002
INSTRUCTIONS
OFFER TO EXCHANGE ITS ISSUED AND OUTSTANDING 5.60% NOTES
DUE 2006, 6.50% NOTES DUE 2011 AND 7.40% NOTES DUE 2031 FULLY AND
UNCONDITIONALLY GUARANTEED BY BURLINGTON RESOURCES INC., FOR ITS
5.60% NOTES DUE 2006, 6.50% NOTES DUE 2011 AND 7.40% NOTES DUE 2031
FULLY AND UNCONDITIONALLY GUARANTEED BY
BURLINGTON RESOURCES INC. WHICH
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
1. Delivery Of This Letter And Outstanding Notes; Guaranteed Delivery
Procedures.
This Letter of Transmittal is to be completed by Holders of Outstanding
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 Outstanding Notes" section of
the Prospectus and an Agent's Message is not delivered. Certificates for all
physically tendered Outstanding Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile hereof) and any other documents required by this
Letter of Transmittal, 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. Outstanding
Notes tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiple thereof. The term "Agent's Message" means a message
transmitted by DTC to, and received by, the Exchange Agent and forming a part of
the Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from the DTC participant tendering through ATOP that such DTC
participant has received this Letter of Transmittal and agrees to be bound by
the terms of this Letter of Transmittal and that the Company may enforce the
Letter of Transmittal against such DTC participant. Holders who tender their
Outstanding Notes using the DTC ATOP procedures need not submit this Letter of
Transmittal.
Holders whose certificates for Outstanding 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 Outstanding 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, (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 (by facsimile transmission,
overnight delivery mail or hand delivery), setting forth the name and address of
the Holder of Outstanding Notes and the amount of Outstanding Notes tendered,
stating that the tender is being made thereby and guaranteeing that within three
Business Days after the Expiration Date, a properly completed and executed
Letter of Transmittal or Agent's Message, as the case may be, the certificates
for all physically tendered Outstanding Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, and any other documents required by
this Letter of Transmittal will be deposited by the Eligible Institution with
the Exchange Agent, and (iii) a properly completed and executed Letter of
Transmittal or Agent's Message, as the case may be, the certificates for all
physically tendered Outstanding Notes, in proper form for transfer, or
Book-Entry Confirmation, as the case may be, and any other documents required by
this Letter of Transmittal, are deposited by the Eligible Institution within
three Business Days after the Expiration Date. The term "Business Day" means any
day that is not a Saturday, Sunday or legal Holiday in New York, New York and on
which commercial banks are open for business in New York, New York.
The method of delivery of this Letter of Transmittal, the Outstanding Notes
and all other required documents is at the election and risk of the tendering
Holders, but delivery will be deemed made only upon actual receipt or
confirmation by the Exchange Agent. If Outstanding Notes are sent by mail, it is
suggested that the mailing be registered mail, properly insured, with return
receipt requested, and 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.
See "The Exchange Offer" section of the Prospectus.
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2. Partial Tenders (Not Applicable to Holders Who Tender By Book-Entry
Transfer).
If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box above
entitled "Description of Outstanding Notes Delivered -- Principal Amount
Tendered." A reissued certificate representing the balance of nontendered
Outstanding Notes will be sent to such tendering Holder, unless otherwise
provided in the appropriate box of this Letter of Transmittal, promptly after
the Expiration Date. See Instruction 4. All of the Outstanding 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 of Transmittal is signed by the Holder of the Outstanding
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Outstanding 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 of Transmittal is signed by the Holder or Holders of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the Holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificates(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the Holder
or Holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the Holder or Holders appear(s) on the
certificate(s) and signatures on such certificate(s) must be guaranteed by an
Eligible Institution.
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, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FINANCIAL
INSTITUTION WHICH IS A MEMBER OF THE SECURITY TRANSFER AGENTS MEDALLION PROGRAM
OR BY ANY OTHER "ELIGIBLE GUARANTOR INSTITUTION" WITHIN THE MEANING OF RULE
17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (EACH, AN
"ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OUTSTANDING NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OUTSTANDING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN THE DTC SYSTEM WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE HOLDER OF SUCH OUTSTANDING NOTES) 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.
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4. Special Issuance and Delivery Instructions.
Tendering Holders of Outstanding Notes should indicate in the applicable
box the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Outstanding Notes not exchanged
are to be issued or sent, if different from the name or address of the person
signing this Letter of Transmittal. In the case of an issuance in a different
name, the employer identification or social security number of the person named
must also be indicated. Holders tendering Outstanding Notes by book-entry
transfer may request that Outstanding Notes not exchanged be credited to such
account maintained at DTC as such Holder may designate hereon. If no such
instructions are given, such Outstanding Notes not exchanged will be returned to
the name and address of the person signing this Letter of Transmittal.
5. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Outstanding Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Outstanding Notes not exchanged are to
be delivered to, or are to be registered or issued in the name of, any person
other than the Holder of the Outstanding Notes tendered hereby, or if tendered
Outstanding Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer of Outstanding Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered Holder or any other 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 to such tendering Holder and the Exchange Agent will retain possession of
an amount of Exchange Notes with a face amount equal to the amount of such
transfer taxes due by such tendering Holder pending receipt by the Exchange
Agent of the amount of such taxes.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter of Transmittal.
6. Waiver of Conditions.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Outstanding Notes, by execution of this
Letter of Transmittal, shall waive any right to receive notice of the acceptance
of their Outstanding Notes for exchange.
Although the Company intends to notify Holders of defects or irregularities
with respect to tenders of Outstanding Notes, neither the Company, the Exchange
Agent nor any other person shall incur any liability for failure to give any
such notice.
8. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
Any Holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. Withdrawal of Tenders.
Tenders of Outstanding Notes, or any portion thereof, may be withdrawn in
integral multiples of $1,000 principal amount at any time prior to 5:00 P.M.,
New York City time, on the Expiration Date. For a withdrawal to be effective, a
written, telegraphic or facsimile notice of withdrawal must be received by the
Exchange Agent at the appropriate address set forth above.
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Notes Held by Holders.
Any notice of withdrawal must specify the name of the person having
tendered the Outstanding Notes to be withdrawn, contain a description of the
Outstanding Notes to be withdrawn (including the aggregate principal amount of
such Outstanding Notes, interest rate and maturing date), and (where
certificates for Outstanding Notes have been transmitted) specify the name in
which such Outstanding Notes are registered, if different from that of the
withdrawing Holder. If certificates for Outstanding Notes have been delivered or
otherwise identified to the Exchange Agent, then the notice of withdrawal must
also identify the certificate number or numbers shown on the particular
certificates to be withdrawn and be signed by the Holder of such Outstanding
Notes in the same manner as the original signature on this Letter of Transmittal
or be accompanied by (1) documents of transfer in a form acceptable to us, in
our sole discretion, and (2) a properly completed irrevocable proxy that
authorized such person to effect such revocation on behalf of such Holder.
Notes Held through DTC.
If Outstanding Notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn
Outstanding Notes, the principal amount of the Outstanding Notes to which such
withdrawal relates, the signature of the DTC participant in the same manner as
the participant's name appears on its transmission through ATOP to which such
withdrawal relates 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
will be final and binding on all parties.
All signatures on a notice of withdrawal must be guaranteed by a recognized
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program; provided, however, that signatures on the notice of withdrawal need not
be guaranteed if the Outstanding Notes being withdrawn are held for the account
of any Eligible Institution. If a notice of withdrawal is signed by a trustee,
partner, executor, administrator, guardian, attorney-in-fact, agent, officer of
a corporation or other person acting in a fiduciary or representative capacity,
such person must so indicate when signing and must submit with the revocation
appropriate evidence of authority to execute the notice of withdrawal.
Any Outstanding Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Outstanding 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 Outstanding Notes tendered by book-entry transfer into the Exchange
Agent's account at DTC pursuant to the book-entry transfer procedures described
above, such Outstanding Notes will be credited to an account maintained with DTC
for the Outstanding Notes) as soon as practicable after withdrawal, rejection of
tender or termination of the Exchange Offer. Properly withdrawn Outstanding
Notes may be retendered by following one of the procedures set forth in "The
Exchange Offer--Procedures for Tendering Outstanding Notes" section of the
Prospectus at any time on or prior to the Expiration Date.
10. 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 of Transmittal and other
related documents may be directed to the Exchange Agent at the address indicated
above.
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IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a prospective Holder of
Exchange Notes to be issued pursuant to Special Issuance Instructions may be
subject to backup withholding tax unless such prospective Holder provides the
Company (as payor), through the Exchange Agent, with Substitute Form W-9, as
described below in "Purpose of Substitute Form W-9," or otherwise establishes a
basis for exemption. Accordingly, each prospective Holder of Exchange Notes to
be issued pursuant to Special Issuance Instructions should complete the attached
Substitute Form W-9. The Substitute Form W-9 need not be completed if the box
entitled Special Issuance Instructions has not been completed.
Certain Holders of Exchange Notes (including, among others, all
corporations and certain foreign persons) are not subject to these backup
withholding tax and reporting requirements. Exempt prospective Holders of
Exchange Notes should indicate their exempt status on Substitute Form W-9. A
foreign person may qualify as an exempt recipient by submitting to the Company,
through the Exchange Agent, a properly completed Internal Revenue Service Form
W-8 (which the Exchange Agent will provide upon request) signed under penalty of
perjury, attesting to the Holder's exempt status. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding tax applies, the Company is required to withhold 30%
of any payment made to the Holder of Exchange Notes or other payee. Backup
withholding tax is not an additional United States federal income tax. Rather,
the United States federal income tax liability of persons subject to backup
withholding tax will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding tax on any Exchange Notes delivered pursuant
to the Exchange Offer and any payments received in respect of the Exchange
Notes, each prospective Holder of Exchange Notes to be issued pursuant to
Special Issuance Instructions should provide the Company, through the Exchange
Agent, with either: (i) (a) such prospective Holder's correct TIN on Substitute
Form W-9 attached hereto, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such prospective Holder has applied for and is awaiting
a TIN); (b) certification that (1) such prospective Holder has not been notified
by the Internal Revenue Service that he or she is subject to backup withholding
tax as a result of a failure to report all interest or dividends or (2) the
Internal Revenue Service has notified such prospective Holder that he or she is
no longer subject to backup withholding tax; and (c) certification that the
Holder is a United States person; or (ii) an adequate basis for exemption from
backup withholding tax. If such Holder is an individual, the TIN is such
Holder's social security number. If the Exchange Agent is not provided with the
correct TIN, the Holder of the Exchange Notes may be subject to certain
penalties imposed by the Internal Revenue Service unless such failure is due to
reasonable cause and not to willful neglect.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the prospective
record owner of the Exchange Notes. If the Exchange Notes will be held in more
than one name or are not held in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance regarding which number to report.
TO BE COMPLETED BY CERTAIN TENDERING HOLDERS
(SEE IMPORTANT TAX INFORMATION)
PAYOR'S NAME: CITIBANK, N.A.
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SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN IN
Form W-9 THE BOX AT RIGHT OR INDICATE THAT TIN: _________________________________
YOU APPLIED FOR A TIN AND CERTIFY BY Social Security Number or
SIGNING AND DATING BELOW. Employer Identification Number
TIN Applied for / /
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Department of the Treasury PART 2--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
Internal Revenue Service
(1) The number shown on this form is my
correct Taxpayer Identification
Number (or I am waiting 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, or
(b) I have not been notified by the
Internal Revenue Service (the "IRS")
that I am subject to backup
withholding as a result of a failure
to report all interest or dividends,
or (c) the IRS has notified me that
I am no longer subject to backup
Payor's Request for Taxpayer withholding; and
Identification Number ("TIN") (3) I am a United States person (includ-
and Certification ing a United States resident alien.)
Signature: _________________________ Date: __________
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because you have
failed to report all interest and dividends in your tax return.
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF EXCHANGE NOTES TO BE ISSUED PURSUANT TO
THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM
MAY RESULT IN BACKUP WITHHOLDING TAX OF 30% OF THE EXCHANGE NOTES DELIVERED
TO YOU PURSUANT TO THE EXCHANGE OFFER AND ANY PAYMENTS RECEIVED BY YOU IN
RESPECT OF THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 1 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, 30% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
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Signature Date