FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1
EMERGENT GROUP, INC.
Offer to Exchange
$125,000,000 10 3/4% Senior Notes due 2004, Series B
which have been registered under the Securities Act of 1933, as amended
for any and all outstanding
$125,000,000 10 3/4% Senior Notes due 2004, Series A
Pursuant to the Prospectus, dated November 12, 1997
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON DECEMBER 17, 1997 (AS SUCH DATE AND TIME MAY BE EXTENDED BY THE COMPANY
IN ITS SOLE DISCRETION, THE "EXPIRATION DATE").
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PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed and submitted to:
BY MAIL: BY HAND DELIVERY:
BT Services Tennessee, Inc. Bankers Trust Company
Reorganization Unit Corporate Trust and Agency Unit
P.O. Box 292737 123 Washington Street
Nashville, TN 37229-2737 First Floor Window
New York, N.Y. 10006
BY OVERNIGHT MAIL:
BT Services Tennessee, Inc.
Reorganization Unit
648 Grassmere Park Rd.
Nashville, TN 37211
FOR INFORMATION CALL:
(800) 735-7777
Confirm: (615) 835-3572
Facsimile: (615) 835-3701
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission of instructions via a facsimile number other than
that set forth above will not constitute a valid delivery. The instructions
contained herein should be read carefully before this Letter of Transmittal is
completed.
The undersigned hereby acknowledges receipt of the Prospectus dated
November 12, 1997 (the "Prospectus") of Emergent Group, Inc., a corporation
incorporated under the laws of the state of South Carolina (the "Company") and
the Subsidiary Guarantors, as defined in the Prospectus, and this Letter of
Transmittal (the "Letter of Transmittal"), that together constitute the
Company's offer (the "Exchange Offer") to exchange $1,000 principal amount (or
fraction thereof) of 10 3/4% Senior Notes due 2004, Series B (the "Exchange
Notes") for each $1,000 principal amount (or fraction thereof) of its
outstanding 10 3/4% Senior Notes due 2004,
Series A (the "Senior Notes"). The Exchange Notes and the Senior Notes are
collectively referred to as the "Notes." Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
Either this Letter of Transmittal or an Agent's Message (as defined
herein) is to be completed by a holder of Senior 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 Senior Notes) in
order to tender Senior Notes. All deliveries of Senior Notes must be made either
by (i) endorsement and delivery of certificated Senior Notes registered in the
name of the Holder thereof and issued in accordance with the Indenture
("Definitive Registered Notes") or (ii) by book-entry transfer of book-entry
interests of participants ("Book-Entry Interests") of the Depository Trust
Company ("DTC") to the account maintained by the Exchange Agent at DTC pursuant
to the procedures set forth in the Prospectus under "The Exchange Offer -
Book-Entry Transfer". Holders of Senior Notes who are unable to deliver (i)
endorsed Definitive Registered Notes, (ii) confirmation of the book-entry tender
of their Senior Notes into the Exchange Agent's account at DTC (a "Book-Entry
Confirmation") or (iii) in either case all other documents required by or
pursuant to this Letter of Transmittal to the Exchange Agent on or prior to the
Expiration Date must tender their Senior Notes according to the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange Offer --
Guaranteed Delivery Procedures". See Instruction 1. Delivery of documents to DTC
or any other party 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.
Listed below are the Senior Notes to which this Letter relates. If the
space provided is inadequate, the principal amount of Senior Notes should be
listed on a separate signed schedule affixed hereto.
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BOX 1
DESCRIPTION OF SENIOR NOTES TENDERED
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NAME(S) AND ADDRESSES OF
HOLDER(S) OF SENIOR NOTES AGGREGATE PRINCIPAL PRINCIPAL AMOUNT OF
(PLEASE FILL IN, IF BLANK) AMOUNT OF SENIOR NOTES SENIOR NOTES TENDERED*
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TOTAL
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* Unless otherwise indicated in this column, ALL of the Senior Notes
indicated in the preceding column of this Box 1 or delivered to the
Exchange Agent herewith shall be deemed tendered. See Instruction 4.
|_| CHECK HERE IF DEFINITIVE REGISTERED NOTES ARE BEING DELIVERED WITH
THIS LETTER OF TRANSMITTAL AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s)__________________________________________________
Certificate Number(s)__________________________________________________
|_| CHECK HERE IF TENDERED SENIOR 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__________________________________________
The Depository Trust Company Account Number______
Transaction Code Number____
By crediting the Senior 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 a computer-generated message (an "Agent's Message") to the Exchange
Agent in which the holder of the Senior Notes acknowledges and agrees to be
bound by the terms of this Letter of Transmittal and the Prospectus, the DTC
participant confirms on behalf of itself and the beneficial owners of such
Senior Notes all provisions of this Letter of Transmittal applicable to it and
such beneficial owners as fully 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 SENIOR NOTES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Holder(s)___________________________________________________
Name of Institution that guaranteed delivery___________________________
If Definitive Registered Notes are being tendered:
Name of Holder(s)_____________________________________________
Certificate number____________________________________________
If Book-Entry Interests are being tendered:
The Depository Trust Company: Account Number _______________
Transactions Code Number______
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|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO:
Name___________________________________________________________________
Address________________________________________________________________
You are entitled to as many copies as you may reasonably request and if
you need more than 10 copies, please so indicate by a notation below.
Total number of copies needed__________________________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Emergent Group, Inc.
15 S. Main Street, Suite 750
Greenville, South Carolina 29601
Attention: Secretary
Bankers Trust Company
Corporate Trust and Agency Unit
123 Washington Street
First Floor Window
New York, N.Y. 10006
Re: Tender of Senior Notes for Exchange Notes
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer
described in the Prospectus and this Letter of Transmittal, the undersigned
hereby tenders to Emergent Group, Inc. the principal amount of Senior Notes
indicated in Box 1 above (the "Tendered Notes"). Subject to, and effective upon,
the acceptance for exchange of the Tendered Notes, the undersigned hereby
exchanges, assigns, and transfers to, or upon the order of, Emergent Group,
Inc., all right, title, and interest in, to and under the Tendered Notes and
agrees to be bound by the terms and conditions of the Exchange Offer as set
forth in the Prospectus and this Letter of Transmittal. Each DTC participant
transmitting by means of DTC a computer-generated message forming part of a
Book- Entry Confirmation, on behalf of itself and the beneficial owner of the
Senior Notes tendered thereby, acknowledges receipt of the Prospectus and this
Letter of Transmittal and agrees to be bound by the terms and conditions of the
Exchange Offer as set forth in the Prospectus and this Letter of Transmittal.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the Tendered
Notes and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, and adverse
claims when the Tendered Notes are acquired by the Company as contemplated
herein. The undersigned and each beneficial owner of Senior Notes tendered by
the undersigned will, upon request, execute and deliver any additional documents
reasonably requested by the Company as necessary or desirable to complete and
give effect to the transactions contemplated hereby.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the true and lawful agent and attorney in fact of the
undersigned with respect to the Tendered Notes, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver the Tendered Notes to the Company or cause ownership
of the Tendered Notes to be transferred to, or upon the order of, the Company,
and deliver all accompanying evidences of transfer and authenticity to, or upon
the order of, the Company upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to which the undersigned is entitled
upon the acceptance by the Company of the Tendered Notes pursuant to the
Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights
of beneficial ownership of the Tendered Notes, all in accordance with the terms
of the Exchange Offer.
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The undersigned also acknowledges that this Exchange Offer is being
made by the Company in reliance on an interpretation by the staff of the
Securities and Exchange Commission (the "Commission"), as set forth in certain
no-action letters to third parties, that the Exchange Notes issued in exchange
for the Senior Notes pursuant to the Exchange Offer may be offered for resale,
resold and otherwise transferred by holders thereof (other than a broker-dealer,
as set forth below, or any such holder that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act of 1933, as amended (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 holders have
no arrangement with any person to participate in the distribution (within the
meaning of the Securities Act) of such Exchange Notes. By tendering, each holder
of Senior Notes represents to the Company that (i) the Exchange Notes or
Book-Entry Interests therein to be acquired by such holder and any beneficial
owner(s) of such Senior Notes or interests therein ("Beneficial Owner(s)") in
connection with the Exchange Offer are being acquired by such holder and any
Beneficial Owner(s) in the ordinary course of business of any Beneficial
Owner(s), (ii) the holder and each Beneficial Owner are not participating, do
not intend to participate, and have no arrangement or understanding with any
person to participate, in the distribution of the Exchange Notes, (iii) if the
holder is a resident of the State of California, it falls under the
self-executing institutional investor exemption set forth under Section 25102(i)
of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of
the California Blue Sky Regulations, (iv) if the undersigned is a resident of
the Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Section 203(c), 102(d) and (k)
of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania
Blue Sky Regulations and an interpretive opinion dated November 16, 1985, (v)
the holder and each Beneficial Owner acknowledge and agree that any person who
is a broker-dealer registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or is participating in the Exchange Offer for the
purpose of distributing the Exchange Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the Exchange Notes or interests therein acquired
by such person and cannot rely on the position of the staff of the Commission
set forth in certain no-action letters, (vi) the holder and each Beneficial
Owner understands that a secondary resale transaction described in clause (v)
above and any resales of Exchange Notes or interests therein obtained by such
holder in exchange for Senior Notes or interests therein originally acquired by
such holder directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Commission and (vii) neither the holder nor any Beneficial Owner(s) is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company.
Upon a request by the Company, a holder or Beneficial Owner will deliver to the
Company a legal opinion confirming its representation made in clause (vii)
above. By tendering, each holder of Senior Notes that is a broker-dealer
(whether or not it is also an "affiliate") that will receive Exchange Notes for
its own account pursuant to the Exchange Offer, represents that the Senior Notes
to be exchanged for the Exchange 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 Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the holder will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
The undersigned understands that tending the Senior Notes pursuant to
the procedures described under the captions "The Exchange Offer -- Procedures
for Tendering" in the Prospectus
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and in the instructions hereto will constitute
a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer,
subject only to withdrawal of such tenders on the terms set forth in the
Prospectus under the caption "The Exchange Offer--Withdrawal of Tenders." All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any Beneficial Owner(s), and every obligation
of the undersigned or any Beneficial Owners hereunder shall be binding upon the
heirs, representatives, successors, and assigns of the undersigned and such
Beneficial Owner(s).
The undersigned acknowledges and understands that Exchange Notes will
be issued in exchange for Tendered Notes (i) as Definitive Registered Notes
registered in the name(s) of the undersigned and sent to the address(es) shown
above in Box 1 or, if applicable, Box 2 if Definitive Registered Notes were
tendered or (ii) as Book-Entry Interests delivered by book-entry transfer to the
account of the undersigned shown above under Box 1 or, if applicable, Box 2 if
Book-Entry Interests were tendered.
Unless otherwise indicated in Box 2 below, please deliver Exchange
Notes as specified in Box 1.
The undersigned, by completing Box 1 above and signing this letter,
will be deemed to have tendered the Senior Notes as set forth in such Box above.
7
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BOX 2
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if the Exchange Notes exchanged for Senior Notes and/or if
untendered Senior Notes or Senior Notes that are not accepted for exchange are
to be delivered to someone other than the undersigned, or to the undersigned at
an address or an account maintained at DTC other than that shown above under Box
1.
Please issue Exchange Notes and/or any unexchanged or unaccepted Senior Notes
to:
Name(s):
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(please type or print)
Address:
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(include Zip Code)
Tax Identification or
Social Security No.:___________
|_| Credit Book-Entry Interests in Exchange Notes and/or unexchanged or
unaccepted Senior Notes to the DTC account set forth below:
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BOX 3
USE OF GUARANTEED DELIVERY
|_| CHECK HERE ONLY IF SENIOR NOTES ARE BEING TENDERED BY MEANS OF
A NOTICE OF GUARANTEED DELIVERY.
See Instruction 2. If this box is checked, please provide the
following information:
Name(s) of Holder(s):_________________________________________________________
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Date of Execution of Notice of Guaranteed Delivery:___________________________
Name of Institution which Guaranteed Delivery:________________________________
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE
(TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ANY OTHER REQUIRED DOCUMENTS OR THE
NOTICE OF GUARANTEED DELIVERY, AS APPLICABLE) MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OR PRIOR TO THE EXPIRATION
DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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BOX 4
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
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X ___________________________________
Signature Guarantee
X ___________________________________ (If required by Instruction 5)
(Signature of Owner(s)) Authorized Signature
The above lines must be signed by the person in whose X ___________________________________
name such Senior Notes are (i) registered in the case of
Definitive Registered Notes being tendered or (ii) Name: _______________________________
registered on the security position listing maintained by (please print)
DTC or, in each case, by an person(s) authorized to
become holder(s) by documents transmitted herewith. If Title: ____________________________________
signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer, or other person acting Name of Firm: _____________________________
in a fiduciary or representative capacity, such person (Must be an Eligible
must set forth his or her full title below. See Instruction 5. Institution as defined in
Instruction 2)
Name(s):_______________________________
Address: __________________________
________________________________
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Capacity: _____________________________
_________________________
Title:_________________________________ (include Zip Code)
Street Address: ________________________ Area Code and Telephone Number:
_______________________________ ___________________________
_______________________________ Date: ________________________________
(include Zip Code)
Area Code and Telephone Number:
________________________________
Tax Identification or Social Security Number:
________________________________
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THE SENIOR NOTES AND THIS LETTER OF TRANSMITTAL.
(A) If the holder is tendering Definitive Registered Notes,
such holder must deliver (i) the certificate(s) representing the Senior Notes
tendered, (ii) a properly completed and duly executed copy of this Letter of
Transmittal and (iii) any other documents required by or pursuant to this Letter
of Transmittal, all of which must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date.
(B) If the holder is tendering Book-Entry Interests, such
holder must (i) utilize DTC's ATOP system to tender such holder's Book-Entry
Interests to an account established at DTC by the Exchange Agent, (ii) make the
Agent's Message and cause a Book-Entry Confirmation to be issued to the Exchange
Agent or deliver a properly completed and duly executed copy of this Letter of
Transmittal and (iii) deliver any other documents required by this Letter of
Transmittal, all of which must be received by the Exchange Agent at its DTC
account or address set forth herein prior to the Expiration Date.
The method of delivery of certificates for Senior Notes and all other
required documents is at the election and risk of the tendering holder and
delivery will be deemed made only when actually received by the Exchange Agent.
If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. 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 to assure timely delivery. In no event should any Senior Notes
or related documentation be sent to the Company. Neither the Company nor the
Registrar is under any obligation to notify any tendering holder of the
Company's acceptance of Tendered Notes prior to the Expiration Date.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
Senior Notes but who cannot deliver their Senior Notes, Letter of Transmittal or
any other documents required by the Letter of Transmittal to the Exchange Agent
prior to the Expiration Date must tender their Senior Notes according to the
guaranteed delivery procedures set forth below, including completion of Box 3
(if this Letter of Transmittal is being delivered). Pursuant to such procedures:
(i) such tender must be made by or through a firm that is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., or is a commercial bank or trust company having an
office or correspondent in the United States, or is otherwise an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (an "Eligible Institution"), and the Notice of
Guaranteed Delivery must be signed by the holder; (ii) prior to the Expiration
Date, the Exchange Agent must have received from the holder and the Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, mail or hand delivery) setting forth the name and
address of the holder, in the case of Definitive Registered Notes, the
certificate number or numbers of the Tendered Notes, and, in each case, the
principal amount of Tendered Notes, stating that the tender is being made
thereby and guaranteeing that, within five New York Stock Exchange ("NYSE")
trading days after the Expiration Date, either a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof)
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or a properly transmitted Agent's Message, together with the Tendered Notes and
any other required
documents will be deposited by the Eligible Institution with the Exchange Agent;
and (iii) such Agent's Message or Letter of Transmittal, such properly completed
and executed documents required by this Letter of Transmittal and such Tendered
Notes in proper form for transfer must be received by the Exchange Agent within
five NYSE trading days after the Expiration Date. Failure to complete the
guaranteed delivery procedures outlined above will not, of itself, affect the
validity or effect a revocation of any Letter of Transmittal form properly
completed and executed by an Eligible Holder who attempted to use the guaranteed
delivery process.
3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder
in whose name Definitive Registered Notes are registered on the books of the
Registrar (or the legal representative or attorney-in-fact of such registered
holder) or who is a DTC participant who owns a Book-Entry Interest in the Senior
Notes through a security position maintained by DTC may execute and deliver this
Letter of Transmittal. Any Beneficial Owner of Senior Notes who is not the
registered holder or who is not a DTC participant who has a security position in
the Senior Notes maintained by DTC in its name must arrange promptly with the
registered holder or a DTC participant, as the case may be, to execute and
deliver this Letter of Transmittal or an Agent's Message on his or her behalf
through the execution and delivery to the registered holder or DTC participant
of the "Instruction to Registered Holder or DTC Participant from Beneficial
Owner" form accompanying this Letter of Transmittal.
4. PARTIAL TENDERS. If less than the entire number of Senior Notes are
tendered, the tendering holder should fill in the number of Senior Notes
tendered in the column labeled "Principal Amount of Senior Notes Tendered" of
Box 1 above. The entire number of Senior Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
number of all Senior Notes indicated in Box 1 above is not tendered, Senior
Notes in a principal amount equal to Senior Notes not tendered as well as
Exchange Notes exchanged for any Senior Notes tendered will be delivered to the
address or account, as applicable, indicated in Box 1, unless a different
address or account, as applicable, is provided in Box 2 of this Letter of
Transmittal.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; ENDORSEMENTS; GUARANTEE OF
SIGNATURES. If this Letter of Transmittal is signed by the registered holder(s)
of the Tendered Notes (in the case of Definitive Registered Notes), the
signature must correspond with the name(s) as written on the face of the
Tendered Notes without alteration, enlargement, or any change whatsoever. If
this Letter of Transmittal is signed by the DTC participant whose name appears
on a security position maintained by DTC (in the case of Book-Entry Interests),
the signature must correspond exactly with such participant's name as it appears
on a security position maintained by DTC listing such participant as the owner
of the Senior Notes, without any change whatsoever.
If any of the Tendered Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Notes are held in different names on several Senior Notes, it will be necessary
to complete, sign, and submit as many separate copies of the Letter of
Transmittal documents as there are names in which Tendered Notes are held.
When this Letter of Transmittal is signed by the holders of the Senior
Notes specified herein and tendered hereby, no separate bond powers are
required. If, however, the Exchange Notes are to be issued, or any untendered or
unaccepted Senior Notes are to be reissued, to a person other than
the holder, then separate bond powers are required. Signatures on such bond
powers must be guaranteed by an Eligible Institution.
12
If this Letter of Transmittal or any Senior Notes 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,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.
Signatures on bond powers required by this Instruction 5 must be
guaranteed by an Eligible Institution. Signatures on this Letter of Transmittal
need not be guaranteed by an Eligible Institution if: (i) this Letter of
Transmittal is signed by the registered holder of Definitive Registered Notes
tendered hereby, (ii) this Letter of Transmittal is signed by any participant in
DTC whose name appears on a security position listing maintained by DTC as the
owner of the Senior Notes tendered and such person has not completed Box 2 of
this Letter of Transmittal or (iii) the Senior Notes are tendered for the
account of an Eligible Institution.
6. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders of Senior Notes
should indicate in Box 2 (i) the name and address to which Definitive Registered
Notes representing Exchange Notes and/or substitute Definitive Registered Notes
representing Senior Notes in a principal amount equal to the Senior Notes not
tendered or not accepted for exchange are to be sent or (ii) the DTC account to
which Book-Entry Interests in the Exchange Notes issued pursuant to the Exchange
Offer and/or substitute Book-Entry Interests in the Senior Notes not tendered or
not accepted for exchange are to be issued, in each case only if the recipient
of such Exchange Notes or substitute Senior Notes is different from the person
signing this Letter of Transmittal. The employer identification number or social
security number of the person named must also be indicated. If no such
instructions are given, such Exchange Notes and/or Senior Notes not tendered or
not accepted for exchange will be credited to the registered holder or DTC
account of the person(s) signing this Letter of Transmittal.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the transfer of Senior Notes to it or its order and the issuance
of Exchange Notes to the holder thereof pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the transfer of
Senior Notes to the Company or its order and the issuance of Exchange Notes to
the holder thereof pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or on any other person)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption from taxes therefrom is not submitted with this Letter
of Transmittal, the amount of transfer taxes will be billed directly to such
tendering holder.
8. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of Tendered Notes will
be determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the right to reject any and all Senior
Notes not validly tendered or any Senior Notes the Company's acceptance of which
would, in the opinion of the Company or its counsel, be unlawful. The Company
also reserves the right to waive any conditions of the Exchange Offer or defects
or irregularities in tenders of Senior Notes as to any ineligibility of any
holder who seeks to tender Senior Notes in the Exchange Offer. The
interpretation of the terms and conditions of the Exchange Offer (including this
Letter of Transmittal and the instructions hereto) by the Company shall be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Senior Notes must be cured within such time as the
Company shall determine. The Company will use reasonable efforts to give
notification of defects or irregularities with respect to tenders of Senior
Notes, but shall not incur any liability for failure to give such notification.
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9. WAIVER OF CONDITIONS. The Company reserves the absolute right to
amend, waive, or modify specified conditions of the Exchange Offer as enumerated
in the Prospectus or this Letter of Transmittal in the case of any Tendered
Notes.
10. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or
contingent tender of Senior Notes or transmittal of this Letter of Transmittal
will be accepted.
11. MUTILATED, LOST, STOLEN OR DESTROYED SENIOR NOTES. Any tendering
holder whose Senior Notes have been mutilated, lost, stolen, or destroyed should
contact the Exchange Agent as soon as possible at the address indicated above
for further instruction.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus may
be directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
13. ACCEPTANCE OF TENDERED NOTES AND ISSUANCE OF EXCHANGE NOTES; RETURN
OF SENIOR NOTES. Subject to the terms and conditions of the Exchange Offer, the
Company will accept for exchange all validly tendered Senior Notes as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor as
soon as practicable thereafter. For purposes of the Exchange Offer, the Company
shall be deemed to have accepted tendered Senior Notes when, as and if the
Company has given written or oral notice thereof (such oral notice being
promptly confirmed in writing) to the Exchange Agent. If any Tendered Notes are
not exchanged pursuant to the Exchange Offer for any reason, such unexchanged
Senior Notes will be returned, without expense, to the signatory of Box 4 at the
address or DTC account shown above or at a different address or DTC account as
may be indicated herein under Box 2.
14. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders".
15. INCORPORATION OF LETTER OF TRANSMITTAL. This Letter of Transmittal
shall be deemed to be incorporated in and acknowledged and accepted by any
tender through DTC's ATOP procedures by any DTC participant on behalf of itself
and the beneficial owners of any Book-Entry Interests representing Senior Notes
so tendered.
14